UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________

FORM 10-K

________________________________________

(Mark One)


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

For the fiscal year ended December 31, ~~2024~~2025


☐			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: 001-32598

_______________________________________

Entegris, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________


Delaware			41-1941551
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

129 Concord Road, Billerica, Massachusetts 01821

(Address of principal executive offices and zip code)

(978) 436-6500

(Registrant’s telephone number, including area code)

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


Title of Each Class	Trading Symbol(s)	Name of Exchange on which Registered
Common Stock, $0.01 Par Value	ENTG	The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

_______________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ☐ Yes ☒ No

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 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. ¨

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect

the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the

registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

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

The aggregate market value of voting and non-voting stock held by non-affiliates of the registrant, based on the last sale price of the Common Stock on June 28, ~~2024~~2025, the last business day of registrant’s most recently completed second fiscal quarter, was $188.35 billion. Shares held by each officer and director of the registrant and by each person who owned 10 percent or more of the outstanding Common Stock have been excluded from this computation in that such persons may be deemed to be affiliates of the registrant. The determination of affiliate status for this purpose is not necessarily a conclusive determination for other purposes.

As of February 56, ~~2025~~2026, ~~151,126,743~~152.0 million shares of the registrant’s Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Definitive Proxy Statement for its ~~2025~~2026 Annual Meeting of Stockholders scheduled to be held on ~~April~~May 236, ~~2025~~2026 (the “~~2025~~2026 Proxy Statement”) which is scheduled to be filed with the Securities and Exchange Commission (the “SEC”) not later than 120 days after December 31, ~~2024~~2025, are incorporated by reference into Part III of this Annual Report on Form 10-K. With the exception of the portions of the ~~2025~~2026 Proxy Statement expressly incorporated into this Annual Report on Form 10-K by reference, such document shall not be deemed to constitute part of this Annual Report on Form 10-K.


Auditor Name	Auditor Location	Auditor Firm ID
KPMG LLP	Minneapolis, Minnesota	185

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ENTEGRIS, INC.

INDEX TO ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2024~~2025

	Caption	Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	1513
Item 1B.	Unresolved Staff Comments	2928
Item 1C.	Cybersecurity	2928
Item 2.	Properties	3231
Item 3.	Legal Proceedings	3231
Item 4.	Mine Safety Disclosures	3231
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3332
Item 6.	Reserved	3433
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3534
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4946
Item 8.	Financial Statements and Supplementary Data	4947
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4947
Item 9A.	Controls and Procedures	4947
Item 9B.	Other Information	5048
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	5048
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	5048
Item 11.	Executive Compensation	5250
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5250
Item 13.	Certain Relationships and Related Transactions, and Director Independence	5351
Item 14.	Principal Accountant Fees and Services	5351
PART IV
Item 15.	Exhibits and Financial Statement Schedules	5452
Item 16.	Form 10-K Summary	5856
	Signatures	5957
	Index to Financial Statements	F-1

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PART I

Item 1. Business.

OUR COMPANY

Entegris, Inc. (“Entegris”, “the Company”, “us”, “we”, or “our”) is a leading supplier of critical advanced materials and process solutions for the semiconductor and other high-technology industries. We leverage our unique breadth of capabilities to ~~help~~provide ~~our~~ customers ~~improve~~with innovative, science-based solutions to their ~~productivity~~toughest technology challenges, ~~product~~helping ~~performance~~improve productivity and ~~technology~~product performance in the most advanced manufacturing environments.

Semiconductors, or integrated circuits, are key components in electronic devices that continue to ~~change~~transform ~~the~~how ~~way~~ we live, communicate and work. ~~Products~~Many products and emerging applications—including ~~such as~~ artificial intelligence (“AI”), high-performance and cloud computing, smartphones, wearable technology, ~~self-driving~~electric and autonomous vehicles, the Internet of Things, gaming ~~and~~ , virtual/augmented reality, and smart healthcare— ~~will~~are expected to drive long-term secular demand for semiconductor and require faster, more powerful, more compact and more energy efficient semiconductors. Industry Weforecasts ~~believe~~project ~~these trends, combined with existing applications, will drive long-term secular growth for semiconductors, with~~ semiconductor sales reaching approximately $1.6 trillion by 2030, ~~creating~~which we believe will create significant opportunities for our products.

ToAs ~~meet the demanding requirements of advanced products and applications,~~ semiconductors ~~have~~move ~~rapidly become increasingly complex, moving~~ to smaller geometries and ~~adopting~~ new device architectures., ~~These~~they ~~advancements~~require ~~are enabled by new and~~ innovative materials and ~~ensuring~~stringent ~~the~~ purity ofstandards ~~the materials and the cleanliness of wafers~~ throughout ~~the~~ manufacturing ~~process~~. ~~We believe~~ Entegris offers the industry’s most comprehensive electronic materials portfolio, with core capabilities in materials science and materials purity, and complementary solutions that ~~enable~~accelerate ~~faster~~ time to yield. We believe these capabilities are critical enablers of our customers’ technology roadmaps. We expect these trends to ~~translate~~create ~~into~~significant aopportunities ~~higher~~for ~~served~~our ~~addressable~~products, ~~market~~expand ~~for~~ our ~~products~~served ~~and~~addressable tomarket ~~expand~~and increase Entegris’ content per ~~semiconductor~~ wafer, ~~which~~positioning ~~we believe will allow~~ us to ~~achieve~~outperform ~~growth~~our ~~that~~markets ~~outperforms~~over ~~our~~the ~~markets~~long term.

~~In the fourth quarter of 2024, the Company announced an internal reorganization, combining two complementary divisions into one and realigning its customer facing organization.~~ Our business is ~~now~~ organized and operated in two operating segments ~~as discussed below~~. ~~The current annual and succeeding annual periods will disclose the reportable segments with prior periods recast to reflect the change.~~ These segments share common business systems and processes, technology centers and technology roadmaps.

•The Materials Solutions segment, or MS, provides materials-based solutions, such as chemical vapor and atomic layer deposition materials, chemical mechanical planarization (“CMP”) slurries and pads, ion implantation specialty gases, formulated etch and clean materials, and other specialty materials that enable our customers to achieve better device performance and faster time to yield, while providing ~~for~~ lower total cost of ownership.

•The Advanced Purity Solutions segment, or APS, offers filtration, purification and contamination-control solutions that improve customers’ yield, device reliability and cost by ensuring the purity of critical liquid chemistries and gases and the cleanliness of wafers and other substrates used throughout semiconductor manufacturing processes, the semiconductor ecosystem and other high-technology industries.

~~With~~Our ~~our~~ complementary capabilities, weenable ~~believe we are uniquely positioned to create new,~~ co-optimized, ~~and increasingly~~ integrated solutions ~~for~~that ~~our~~improve ~~customers, which should translate into improved~~ device performance, lower cost of ownership and ~~faster~~accelerate time to market. ~~For~~We ~~example,~~address ~~we have the capabilities and core competencies to develop and co-optimize offerings solving customers’~~ complex manufacturing challenges across ~~the~~ deposition, CMP ~~process~~ and post-CMP modules, with solutions including advanced deposition materials, CMP slurries, pads and post-CMP cleaning chemistries (each from our MS segment), and CMP slurry filters, high-purity packaging and fluid monitoring systems (each from our APS segment). As leading semiconductor manufacturers implement molybdenum into advanced nodes, Entegris is uniquely positioned to support this transition and to solve challenges associated with integrating a new material through our expertise and solutions in precursors, deposition, etch, CMP consumables and contamination control.

ACQUISITIONS AND DIVESTITURES

On July 6, 2022, we completed the acquisition of CMC Materials, Inc. (now known as CMC Materials LLC) (“CMC Materials”). We acquired all of the issued and outstanding common shares of CMC Materials for $133.00 in cash and 0.4506 shares of our common stock per share, representing a total purchase price (inclusive of debt retired and cash assumed) of $6.0 billion (based on our closing price on June 30, 2022), including $3.8 billion in cash paid to CMC Materials’ shareholders, the issuance of 12.9 million shares of our common stock (excluding unvested CMC stock options and unvested CMC Materials restricted stock units, restricted shares and performance share units equity awards assumed), $0.9 billion of debt retired and approximately $0.3 billion of acquired cash. We financed the cash portion of the purchase price through debt financing.

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On February 10, 2023, the Company terminated a definitive agreement to sell its Pipeline and Industrial Materials (“PIM”) business, which became part of the Company with the acquisition of CMC Materials, to Infineum USA L.P. At the time of the termination, the transaction had not received clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

On March 1, 2023, the Company completed the sale of QED Technologies International, Inc. (“QED”), which became part of the Company with the acquisition of CMC Materials, to an affiliate of Quad-C Management, Inc. for $134.3 million.

On June 5, 2023, the Company terminated an Alliance Agreement (the “Alliance Agreement”) between the Company and MacDermid Enthone Inc., a global business unit of Element Solutions Inc (“MacDermid Enthone”). In connection with the termination of the Alliance Agreement, Entegris received net proceeds of approximately $191.2 million.

On October 2, 2023, the Company completed the sale of its Electronic Chemicals (“EC”) business to FUJIFILM Holdings America Corporation (“Fujifilm”) for $675.3 million. The EC business, which was a separate reporting unit within the MS reportable segment, was acquired by Entegris with the acquisition of CMC Materials in July 2022. 1

OnTable ~~March 1, 2024, the Company completed the sale~~ of its Pipeline and Industrial Materials (“PIM”) business, to SCF Partners, Inc. The Company received gross cash proceeds of $263.2 million, or net proceeds of $256.2 million, and up to $25.0 million in cash earn-out payments contingent upon the performance of the PIM business in 2025 and 2026. Contents

On October 2, 2023, the Company completed the sale of its Electronic Chemicals (“EC”) business to FUJIFILM Holdings America Corporation (“Fujifilm”) for $675.3 million. The EC business, which was a separate reporting unit within the MS reportable segment, was acquired by Entegris as part of the acquisition of CMC Materials in July 2022.

On March 1, 2024, the Company completed the sale of its PIM business, to SCF Partners, Inc. The Company received gross cash proceeds of $263.2 million, or net proceeds of $256.2 million, and up to $25.0 million in cash earn-out payments contingent upon the performance of the PIM business in 2025 and 2026.

THE SEMICONDUCTOR ECOSYSTEM

~~The~~Semiconductor ~~manufacture~~manufacturing ~~of semiconductors~~ requires hundreds of ~~highly~~ complex, ~~and~~ sensitive ~~manufacturing~~process steps, ~~during~~in which a variety of materials are repeatedly applied to a silicon ~~wafer~~wafers to build integrated circuits on the wafer surface. The areas of the semiconductor ecosystem that rely most heavily on our products and solutions are described below.

Photolithography. Photolithography, is a process ~~repeated during semiconductor fabrication, is~~ used to print complex circuit patterns onto ~~the wafer~~wafers. ~~During~~The ~~this process, the~~ wafer is coated with a thin film of light-sensitive ~~material~~photoresist, ~~called~~exposed ~~photoresist. Light is projected~~ to ~~expose the photoresist~~light, ~~which~~and ~~is then~~ developed to create athe pattern. Our ~~product~~products ~~offerings that are~~ used throughout ~~the~~this ~~photolithography~~ process include:

•Liquid filtration, high-purity packaging and high-precision dispense systems ~~designed~~that to ensure ~~the~~ pure, accurate and uniform distribution of contamination-free photoresists onto the wafer, enabling ~~manufacturers to achieve~~ optimum yields ~~in the manufacturing process~~; and

•Gas microcontamination control solutions ~~designed~~that to eliminate airborne contaminants that can disrupt ~~effective~~the photolithography processes.

Etch and Resist Strip. During the etch process, ~~specific areas of~~ thin film ~~that~~areas ~~have~~are ~~been~~selectively ~~deposited~~removed onfrom the ~~surface of a~~ wafer ~~are~~surface ~~removed~~ to ~~leave~~create athe desired circuit pattern. ~~After~~The ~~the etch process, the~~ hardened resist must then be ~~completely~~ removed and the etched area ~~must be~~ cleaned, ~~which~~using ~~requires the use of~~ high-purity chemicals. ~~Several~~Our ~~of our~~ products ~~are~~used ~~utilized~~ during and after ~~the~~ etch ~~process, including~~include:

•Selective etch chemistries toenabling ~~enable~~ high aspect ratio structures, ~~such~~including as 3D-NAND ~~devices~~ and gate-all-around (“GAA”) ~~features~~devices;

•Formulated cleaning solutions tofor ~~remove~~photoresist ~~photoresists~~ and post-etch ~~residues~~residue removal;

•Filters and purifiers, ~~which~~that ~~help to~~ ensure ~~the~~ purity of ~~formulated~~ cleaning chemistries and to achieve desired ~~yields in the~~ etch ~~processing steps~~yields; and

•Precision-engineered coatings tothat ~~provide~~protect ~~barriers~~equipment tosurfaces from corrosive chemistries inand ~~the etch environment, protect surfaces of equipment components from~~ erosion ~~and~~while ~~minimize~~minimizing particle generation.

Deposition. ~~Deposition~~During isthe adeposition process, ~~during which~~ certain materials are transferred to the ~~surface of a~~ wafer. ~~Deposition~~surfaces ~~processes~~through ~~include~~ physical vapor deposition, or PVD, chemical vapor deposition, or CVD, and atomic-layer deposition, or ALD. WeOur ~~provide~~ products ~~that~~ are ~~used during deposition processes and that are~~ critical to enabling new device architectures. ~~These~~and ~~products,~~ensuring ~~which are designed to ensure~~ device performance and ~~achieve desired~~ manufacturing yields,. These products include:

•Advanced precursor materials that meet the semiconductor industry’s composition, uniformity and thickness requirements for deposited films; and

•Filtration and purification products that remove contaminants during deposition, reducing wafer defects.

Ion Implant. Ion implantation is a repeated process that introduces dopants into semiconductor wafers to enhance conductivity. Our products used during ion implant include:

•Implant process gases and mixtures delivered through our Safe Delivery Source® (“SDS®”) and Vacuum Actuated Cylinders (“VAC®”) systems for safe, effective and efficient delivery; and

•Electrostatic chucks and proprietary low-temperature plasma coatings for core components critical to ion implantation equipment.

Chemical Mechanical Planarization. CMP is a polishing process used to planarize, or flatten, layers of material that have been deposited on silicon wafers. Our offerings include:

•CMP slurries for polishing semiconductor materials, including tungsten, dielectric materials, copper, tantalum (commonly referred to as “barrier”), molybdenum, aluminum, silicon carbide (“SiC”) and gallium nitride (“GaN”);

•CMP polishing pads used with slurries across a range of polishing tools, wafers, technology nodes and applications, including tungsten, copper, and dielectrics;

•Formulated cleaning chemistries that remove residues from wafer surfaces after the CMP process;

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•~~Advanced~~Filtration ~~precursor~~and ~~materials,~~purification ~~which~~solutions ~~are~~that ~~utilized~~remove toselect ~~meet~~particles ~~the~~and ~~semiconductor~~contaminants ~~industry’s~~from ~~composition,~~slurries ~~uniformity~~ and ~~thickness~~cleaning ~~requirements~~chemistries ofto ~~deposited~~prevent ~~films~~wafer defects; and

•~~Filtration~~Process monitoring and ~~purification~~control ~~products,~~equipment ~~which are used~~ to ~~remove~~maintain ~~contaminants~~CMP ~~during~~slurry ~~the deposition process, consequently reducing defects on wafers~~integrity.

~~Ion~~Wafer ~~Implant~~and Reticle Transport. ~~Ion~~Our ~~implantation~~products, isincluding afront-opening ~~method~~unified ~~repeated~~pods ~~many~~(“FOUPs”), ~~times~~wafer transport and process carriers, standard mechanical interface pods (“SMIF pods”) and extreme ultraviolet (“EUV”) reticle pods, protect wafers and reticles from damage or abrasion and ensure purity during ~~semiconductor~~transportation ~~fabrication~~and ~~where~~automated ~~dopants~~processing. ~~are~~This ~~introduced~~protection ~~into~~is aessential ~~semiconductor~~because wafer ~~enhancing~~processing ~~conductivity.~~involves ~~Our~~hundreds ~~products~~of ~~used~~steps ~~during~~over ~~the~~several ~~ion~~weeks, ~~implant~~making ~~process~~damaged ~~include:~~wafers costly to scrap.

~~•Implant~~Chemical ~~process~~Handling. ~~gases~~Semiconductor and ~~mixtures~~other inhigh-technology ~~our~~manufacturing ~~Safe~~processes ~~Delivery~~use ~~Source®~~large ~~(“SDS®”)~~volumes ~~and~~of ~~Vacuum~~high-purity ~~Actuated~~and ~~Cylinders~~hazardous ~~(“VAC®”)~~chemicals. ~~gas~~We ~~delivery~~provide ~~systems,~~solutions ~~designed~~for tohandling ~~ensure the safe, effective~~ and ~~efficient~~ensuring ~~delivery~~the purity of these ~~materials;~~chemicals, ~~and~~including:

•~~Electrostatic~~Ultra-high ~~chucks~~purity chemical container products, including drums, flexible packaging and ~~proprietary~~associated ~~low~~coded ~~temperature~~connection ~~plasma~~systems, ~~coating~~that ~~processes~~maintain ~~for~~chemical ~~core~~purity, ~~components~~maximize utilization and ensure safe transport, ~~which~~containment ~~are~~and ~~critical~~dispense ~~elements~~of valuable, ultra-clean process fluids, from bulk chemical manufacturing to point-of-use ~~ion~~in ~~implantation~~the ~~equipment.~~manufacturing process; and

~~Chemical~~•Ultra-pure ~~Mechanical~~valves, ~~Planarization.~~fittings, ~~CMP~~tubings isand asensing ~~polishing~~and ~~process~~control ~~used~~products byfor ~~semiconductor~~chemical ~~manufacturers~~distribution tothroughout ~~planarize, or flatten, many of~~ the ~~layers~~fab ofand ~~material~~in ~~that~~wet ~~have~~process ~~been deposited on silicon wafers~~tools. ~~Our offerings include:~~

•CMP slurries, used for polishing a wide range of materials used in semiconductors, including tungsten, dielectric materials, copper, tantalum (commonly referred to as “barrier”), molybdenum, aluminum, silicon carbide (“SiC”) and gallium nitride (“GaN”);

•CMP polishing pads, which are used in conjunction with slurries in the CMP process on a variety of polishing tools and wafers over a range of technology nodes and applications, including tungsten, copper, and dielectrics;

•Formulated cleaning chemistries, which remove residues from wafer surfaces after the CMP process;

•Filtration and purification solutions, which are used to remove select particles and contaminants from slurries and cleaning chemistries that can cause defects on a wafer’s surface; and

•Process monitoring and control equipment, which maintain the integrity of the CMP slurries.

Wafer and Reticle Transport. Our products, such as our front-opening unified pods (“FOUPs”), wafer transport and process carriers, standard mechanical interface pods (“SMIF pods”) and extreme ultraviolet (“EUV”) reticle pods, protect wafers and reticles from damage or abrasion and ensure purity during transportation and automated processing. Protection of processed wafers is essential to our customers because wafer processing involves hundreds of steps and can take several weeks, making the scrapping of damaged wafers very costly.

Chemical Handling. Semiconductor manufacturing and other high-technology manufacturing processes utilize large volumes of high-purity and hazardous chemicals. We provide solutions for the handling and ensuring the purity of such chemicals, including:

•Ultra-high purity chemical container products, such as drums, flexible packaging and associated coded connection systems, which are designed to maintain chemical purity, maximize utilization and ensure safe transport, containment and dispense of valuable, ultra-clean process fluids, from bulk chemical manufacturing to point-of-use in the manufacturing process; and

•Ultra-pure valves, fittings, tubings and sensing and control products, which are used to distribute these chemicals around the fab and in wet process tools.

Wafer and Package Testing. We develop and manufacture high-performance consumable products for cleaning advanced probe cards and test sockets at semiconductor manufacturing facilities and innovative polymer products for semiconductor fabs that improve front-end tool uptime and reduce operating costs.

INDUSTRY TRENDS

Emerging and Existing Applications. The semiconductor market has grown significantly over the past few decades and, despite periodic downturns, we expect the long-term growth trend to continue. Products and emerging applications—including AI, high-performance and cloud computing, smartphones, wearable technology, electric and autonomous vehicles, the Internet of Things, gaming, virtual/augmented reality, and smart healthcare— will drive semiconductor demand and create significant opportunities for our products. In particular, AI workloads are fueling demand for advanced logic chips with higher transistor density and specialized architectures, as well as High Bandwidth Memory (“HBM”) to support the enormous data throughput required for training and inference in large-scale models. AI is also accelerating innovation in chip packaging and interconnect technologies, such as chiplets and 2.5D/3D integration, to enable higher performance and energy efficiency in complex systems. We believe these trends position us to capitalize on growth opportunities in next-generation AI and high-performance computing by providing critical materials and process solutions that enable the production of advanced logic devices and HBM. Existing applications in data processing, wireless communications, broadband infrastructure, personal computers and consumer electronics are also expected to drive demand for semiconductors, and in turn, for our products.

Manufacturing Complexity and Device Architectures. Emerging applications require more powerful, faster and more energy-efficient semiconductors. In response, semiconductor architectures are changing and dimensions are shrinking, with increasing transistor complexity, extreme ultraviolet lithography, multilayered patterning, and vertical structures such as FinFET, 3D NAND and GAA devices. These advanced technologies and architectures require more process steps, new and innovative materials and sophisticated contamination control solutions. As manufacturers move toward atomic layer scale, materials must be delivered at increasing levels of purity from point-of-production to point-of-dispense on the wafer to maximize yields and minimize defects. We believe that the increase in process steps in lithography, deposition, CMP, etching and cleaning required to manufacture leading-edge semiconductors will increase the overall demand for our solutions.

New and Advanced Materials. New and advanced materials have played a significant role in enabling improved device performance, and we expect this trend to continue. As dimensions shrink, novel materials will be required to enable transistor connectivity. Our portfolio of critical materials includes advanced deposition materials, implant gases, CMP slurries, formulated cleaning chemistries, selective etch chemistries and high-purity wet chemicals. We believe our portfolio addresses many of the challenges our customers face as they introduce more complex architectures and new materials to improve device performance.

Materials Purity. Contamination control in a semiconductor fab is crucial for achieving acceptable device yields as feature sizes decrease and 3D structures proliferate. Our advanced filtration and purification products and solutions for air, bulk and specialty gas, and wet chemicals reduce defects and enable higher yields. Solutions such as FOUPs and high-purity drums ensure purity and protect critical materials throughout fabrication, allowing customers to store, process and transport critical

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~~Emerging~~materials ~~and~~in ~~Existing~~ultra-pure ~~Applications.~~environments ~~The~~throughout ~~market for semiconductors has grown significantly over~~ the ~~past~~manufacturing ~~few decades~~process. ~~Although~~ ~~there have been and will likely continue to be periodic downturns, as parts of the industry have been experiencing recently, we expect the long-term growth trend to continue.~~ We believe that ~~artificial intelligence, high-performance and cloud computing, smartphones, wearable technology, self-driving vehicles,~~ the ~~Internet~~trend offor ~~Things,~~greater ~~gaming~~materials ~~and~~purity ~~virtual reality, and smart healthcare~~ will ~~drive~~provide ~~growth in the demand for semiconductors, drive wafer starts and create significant~~ opportunities for our ~~products.~~innovative ~~Existing~~materials ~~applications in data processing~~management, ~~wireless communications~~filtration, ~~broadband infrastructure~~purification, ~~personal~~transport ~~computers, handheld electronic devices~~ and ~~other~~process ~~consumer electronics are also expected to drive demand for semiconductors, and in turn, for our products~~solutions.

~~Manufacturing~~Geopolitical ~~Complexity~~Implications ~~and~~of ~~Device~~the ~~Architectures~~Semiconductor Industry. ~~Emerging~~Certain ~~applications~~governments ~~require~~are ~~more~~fostering ~~powerful,~~domestic ~~faster~~semiconductor manufacturing and ~~more~~the ~~energy-efficient~~broader ~~semiconductors.~~semiconductor Inecosystem ~~response,~~through ~~semiconductor~~initiatives ~~architectures~~such ~~are~~as ~~changing~~the United States (“U.S.”) and ~~dimensions~~European ~~are~~Union ~~shrinking,~~(“EU”) ~~with~~CHIPS ~~transistor~~Acts ~~design~~and ~~increasing~~similar programs in ~~complexity,~~Japan ~~the~~and ~~use~~Korea. ofWe ~~extreme~~have ~~ultraviolet~~developed ~~lithography,~~a ~~multilayered~~manufacturing ~~patterning,~~strategy ~~and~~to ~~vertical~~better ~~structures~~serve ~~such~~our global customers as ~~FinFET,~~they 3Dbuild ~~NAND~~new fabs in various countries and ~~GAA~~seek ~~devices.~~reliable ~~These~~local ~~advanced~~supply ~~technologies~~chain ~~and~~partners. ~~architectures~~Recent ~~require~~examples ~~more~~of ~~process~~this ~~steps,~~strategy include our new ~~and~~facilities ~~innovative~~in ~~materials~~Kaohsiung Science Park (“KSP”) in Taiwan and ~~more~~in ~~sophisticated~~Colorado ~~contamination~~Springs ~~control~~as ~~solutions~~well as our new Korea Technology Center in South Korea. ~~For~~In ~~example~~December 2024, ~~leading-edge~~we ~~semiconductor~~announced ~~manufacturers~~a ~~are~~definitive ~~moving~~agreement ~~towards~~providing ~~atomic~~for ~~layer~~up ~~scale~~to $77.0 ~~These~~million ~~advanced~~in ~~materials~~funding ~~need~~under tothe beCHIPS ~~supplied~~ and ~~delivered~~Science atAct ~~increasing~~in ~~levels~~connection ofwith ~~purity~~our ~~and~~Colorado ~~control~~Springs facility, ~~from~~with ~~point-~~installments of~~-production~~ tosuch ~~point-of-dispense~~award based on ~~the~~key ~~wafer~~milestone toachievements. ~~improve~~The ~~and~~Colorado ~~maximize~~Springs ~~yields~~facility ~~and~~will ~~minimize~~increase ~~the~~service ~~risk~~levels ofto ~~defects~~new U. WeS. ~~believe~~fabs ~~that~~and ~~the~~provide ~~increase~~greater inmanufacturing ~~process~~resiliency ~~steps~~through inenhanced ~~lithography,~~business ~~deposition~~continuity, ~~CMP,~~while ~~etching~~our ~~and~~KSP ~~cleaning~~facility ~~required~~will enhance our ability to ~~manufacture~~serve ~~leading-edge~~our ~~semiconductors~~customers ~~will~~efficiently ~~increase~~and ~~the~~effectively ~~overall~~in ~~demand~~Taiwan ~~for~~and ~~our~~other ~~solutions~~Asia Pacific locations.

New and Advanced Materials. New and advanced materials have played a significant role in enabling improved device performance, and we expect this trend to continue. As dimensions get smaller, more novel materials will be required to enable transistor connectivity. Our portfolio of critical materials includes advanced deposition materials, implant gases, CMP slurries, formulated cleaning chemistries, selective etch chemistries and high-purity wet chemicals. We believe our portfolio addresses many of the challenges our customers face as they introduce more complex architectures and search for new materials to improve the performance of their devices.

Materials Purity. Contamination control in a semiconductor fab is crucial for achieving acceptable device yields as feature size decreases and 3D structures proliferate. Our advanced filtration and purification products and solutions for air, bulk or specialty gas, and wet chemicals are designed to reduce defects and enable higher yields for our customers. We also have solutions, such as FOUPs and high-purity drums, that ensure the purity of and protect critical materials throughout the fabrication process, allowing our customers to store, process and transport critical materials in ultra-pure environments throughout the manufacturing process. We believe that the trend for greater materials purity will provide opportunities for us to provide innovative materials management, filtration, purification, transport and process solutions to semiconductor customers.

Geopolitical Implications of the Semiconductor Industry. We have seen, and expect to continue to see, certain governments foster and bolster domestic semiconductor manufacturing and the broader semiconductor ecosystem. Examples include the United States (“U.S.”) and European Union (“EU”) CHIPS Acts and similar initiatives in Japan and Korea. We have been proactively developing a manufacturing strategy to better serve our global customers as they build new fabs in various countries and seek reliable local supply chain partners. Recent examples of this strategy include our new facilities located in Kaohsiung Science Park (“KSP”) in Taiwan and in Colorado Springs, Colorado. Our KSP site, which opened in May 2023, will be our largest manufacturing facility and will enhance our ability to serve our customers efficiently and effectively in Taiwan and other Asia Pacific locations. We continue to make progress on our new state-of-the-art Colorado Springs manufacturing facility, which we expect to start production in the second half of 2025. In December 2024, we announced that we entered into a definitive agreement providing for up to $77.0 million in funding under the CHIPS and Science Act in connection with our Colorado Springs facility, with installments of such award based on achievement of agreed-upon milestones. This new Colorado Springs facility is intended to increase our service levels to new fabs expected to be built in the U.S. and provide us with greater manufacturing resiliency in the form of enhanced business continuity plans.

See “Item 1A. Risk Factors” for a more detailed description of the geopolitical risks we face.

Reliance on Trusted Suppliers. Our customers require ~~that their~~ key materials suppliers to demonstrate greater capabilities and resiliency ~~in their processes~~, including sustainability, scalability, flexible manufacturing, quality control, supply chain management and ~~the~~effective ~~ability~~collaboration ~~to effectively collaborate~~ on solutions ~~to problems~~. In response to these ~~customer~~ expectations, we ~~seek to~~ leverage our manufacturing, operational and technical capabilities, along with our broad technology portfolio, to become an increasingly important and strategic trusted partner ~~to our customers~~. We have established tech centers and manufacturing capabilities in strategic locations to ~~enable us to~~ better collaborate with and serve our customers. ~~Furthermore~~As we achieve greater scale, asfor example through the acquisition of CMC Materials, we will be able to better serve our customers, invest more in engineering, research and development (“ER&D”) and bring complementary, co-optimized solutions to market faster.

Continued Consolidation. Our semiconductor customer base has increasingly consolidated through mergers and acquisitions, making the maintenance and development of strong and close customer relationships even more essential. We also seek to broaden our customer base by leveraging our core capabilities, technologies and expertise to address adjacent market opportunities.

OUR COMPETITIVE STRENGTHS AND BUSINESS STRATEGY

We believe our platform is well-positioned for several reasons.

•In 2025, our revenue was predominantly unit-driven or recurring from products consumed during semiconductor manufacturing. Our revenue is therefore more impacted by global semiconductor demand and GDP growth than by semiconductor capital equipment sales, which have historically been more cyclical.

•Our solutions are increasingly specified into our customers’ manufacturing processes and tailored to their unique process conditions and technical roadmaps. We collaborate closely with our customers to create complementary solutions across platforms and modules, optimizing value and accelerating time to yield. Switching away from our products may be costly and time-consuming for our customers and may introduce risk to their manufacturing yields.

•Our broad product portfolio is not overly concentrated on any single product or product platform. In 2025, no single product platform represented more than 3% of our net sales.

•Our customer base is broad and diverse, with customers spanning the semiconductor ecosystem, including chemical companies, equipment manufacturers and semiconductor fabs.

•We have streamlined our platform to focus on core businesses that we believe have the greatest strategic value in supporting our customers and their technology roadmaps. During 2023 and 2024, we completed the divestitures of QED, our EC business and our PIM business and terminated the Alliance Agreement with MacDermid Enthone.

•We intend to continue paying down debt while investing in research and development and advanced manufacturing capabilities to maintain and expand our technology leadership and drive organic growth.

Customers Collaboration. We believe the strong relationships we have with our customers, including leading logic and memory semiconductor manufacturers, original equipment manufacturers (“OEMs”) and semiconductor materials suppliers, are

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wecritical ~~continue~~ to ~~achieve~~our ~~greater~~long-term ~~scale,~~success. ~~for~~We ~~example,~~have built strong relationships with our customers through ~~the~~our ~~acquisition~~global ofpresence, ~~CMC~~which ~~Materials~~allows us to engage with our customers where they operate. For example, we ~~believe~~invested wein ~~will~~our ~~better~~KSP ~~serve~~manufacturing facility in Taiwan and a new research center in South Korea to collaborate locally on solutions for our customers’ yield, bereliability ~~able~~and performance challenges. We actively engage with our key customers to ~~invest~~design ~~more~~technology roadmaps tailored to their strategic plans. Our customer relationships provide us with collaboration opportunities at early product design stages—in ~~engineering,~~certain ~~research~~cases ~~and~~years ~~development~~ahead ~~(“ER&D”)~~of commercialization—which enable us to introduce new products and ~~bring~~applications ~~complementary,~~that ~~co-optimized~~serve ~~solutions~~their needs. We intend to ~~market~~continue ~~faster~~to ~~than~~strengthen ~~ever~~these ~~before~~relationships, including through collaborations and joint development activities.

~~Continued~~Supporting ~~Consolidation.~~the ~~Our~~Integration ~~customer~~of ~~base~~New ~~within~~Materials. We understand the ~~semiconductor~~significant ~~industry~~challenges ~~has~~our ~~consolidated~~customers inface ~~recent~~as ~~years~~they ~~through~~introduce ~~mergers~~new materials into advanced semiconductor manufacturing processes. New materials must outperform incumbents and ~~acquisitions~~deliver equivalent or higher yields without causing integration issues with other process steps. AsFor example, introducing a ~~result,~~new material at the ~~importance~~deposition ofstage ~~maintaining~~impacts CMP, post-CMP cleans, etch and ~~developing~~post-etch ~~strong~~residue cleans, and ~~close~~filter ~~relationships~~selection ~~with~~across multiple process stages. We believe our ability to both manufacture new materials and support customers ~~becomes~~in ~~even~~evaluating ~~more~~how ~~essential.~~those Inmaterials ~~addition,~~interact wewith ~~seek~~other tomanufacturing ~~further~~stages ~~broaden~~is ~~our~~a ~~customer~~key ~~base~~value byproposition. ~~leveraging~~We leverage our ~~core~~understanding ~~capabilities,~~of ~~technologies,~~upstream and ~~expertise~~downstream ininteractions ~~serving~~between ~~semiconductor~~unit ~~applications~~process steps to ~~address~~tailor ~~adjacent~~product ~~market~~offerings ~~opportunities,~~that ~~including~~lower inintegration ~~hydrogen~~risks. ~~purification,~~We ~~clean~~believe ~~energy,~~this ~~batteries,~~approach ~~light~~accelerates ~~emitting~~new ~~diodes~~material ~~(“LEDs”),~~introduction ~~optical~~by ~~space~~reducing ~~systems~~development cycles and ~~products~~improving ~~for~~time ~~life~~to ~~sciences~~market ~~applications.~~and yield for our customers.

~~OUR~~Technology ~~COMPETITIVE~~Leadership ~~STRENGTHS~~and ~~AND~~Strong, ~~BUSINESS~~Diverse ~~STRATEGY~~Portfolio. Our customers require advanced, customized, reliable and cost-effective products and materials, along with technological and application expertise to enhance their productivity, quality and yield as they advance to next generation technology nodes. We believe our comprehensive offering provides us with a competitive advantage, enabling us to meet a broad range of customer needs and to serve customers across the semiconductor manufacturing ecosystem. To build upon our technology leadership, we have made, and plan to continue to make, significant investments in ER&D initiatives to continue to advance our technology and product offerings, increasingly focusing on meeting the needs of next generation technology nodes. We invested approximately $329.0 million, $316.1 million and $277.3 million on such activities in 2025, 2024 and 2023, respectively, representing 10.3%, 9.8% and 7.9% of our net sales, in 2025, 2024 and 2023, respectively. Recent product introductions include liquid filtration and purification products currently being utilized in 2 nanometer node production, advanced deposition materials for next generation transistor and interconnect technologies, polishing slurry and pad solutions with post-cleaning formulations for advanced memory applications, selective etching formulations for advanced device applications, advanced reticle pods for EUV photolithography applications, advanced 300 millimeter wafer carriers and advanced coatings meeting rigorous defectivity specifications for advanced technology node manufacturing.

Global Infrastructure. We ~~believe~~maintain ~~that~~a ~~our~~global ~~platform~~infrastructure isof ~~well-positioned~~design, manufacturing, logistics, distribution, service and ~~sets~~technical ussupport ~~apart~~facilities ~~from~~to meet the needs of our ~~competitors~~global ~~for~~customers. ~~several~~We ~~reasons~~further enhanced this footprint with our KSP facility in Taiwan, our new Colorado Springs manufacturing facility, and a new tech center in South Korea. We have also expanded capacity at existing facilities, including liquid filtration in Billerica, Massachusetts and Yonezawa, Japan, deposition materials in Toronto, Ontario, materials handling in Chaska, Minnesota and JangAn, Korea, CMP filter and CMP slurries in Taiwan, SiC slurries in Aurora, Illinois and solid precursors in Burnet, Texas.

~~•In~~Operational ~~2024,~~Excellence. ~~our~~Our ~~revenue~~customers ~~was~~are ~~predominantly~~increasingly ~~unit~~focused ~~driven~~on orthe ~~recurring~~effectiveness, ~~in nature~~dependability, ~~from~~resiliency ~~products~~and ~~repeatedly~~consistency ~~consumed~~of astheir asupply ~~result~~chains. ofOur ~~the~~strategy ~~semiconductor~~is ~~manufacturing~~to ~~process.~~continue Asto adevelop ~~result,~~ our ~~revenue~~supply ischain ~~generally~~and ~~more~~manufacturing ~~impacted~~capabilities byinto ~~overall~~a ~~global~~competitive ~~semiconductor~~advantage ~~demand~~through ~~and~~operational ~~global GDP growth~~excellence, ~~rather~~ensuring ~~than~~employee ~~the~~safety ~~sales~~and ofproduct ~~semiconductor~~quality. ~~capital~~We ~~equipment,~~intend ~~which~~to ~~has~~continue ~~historically~~investing ~~been~~in ~~more~~the ~~cyclical.~~following priorities:

•~~Our~~Manufacturing ~~solutions~~equipment ~~are increasingly specified into our customers’ manufacturing processes~~ and ~~tailored~~facilities towith ~~meet~~leading-edge ~~our customers’ unique~~ process conditions and technical roadmaps. We collaborate closely with our customers to create complementary solutions across platforms and modules allowing them to optimize value and accelerate time to yield. Thereforetechnology, ~~switching~~including ~~away~~advanced ~~from~~cleanroom ~~our products may be costly~~ and ~~time-consuming~~cleaning ~~for~~procedures; ~~our customers and may introduce risk to their manufacturing yields.~~

•WeAutomated ~~have a broad product portfolio that is not overly concentrated on any single product or product platform. As of December 31~~manufacturing, ~~2024,~~statistical weprocess ~~offered~~controls ~~over 21,000 standard~~ and ~~customized~~quality ~~products,~~ and insupply ~~2024~~chain nomanagement ~~single~~systems; ~~product~~and ~~platform represented more than 3% of our net sales.~~

•WeA ~~have~~skilled, aagile ~~broad~~organization ~~and~~capable ~~diverse customer base. As~~ of ~~December~~rapid 31design, ~~2024,~~prototyping ~~our~~and ~~top~~high ~~ten~~volume ~~customers~~manufacturing ~~make~~ramp upwhile ~~48%~~promptly ofresponding ~~our sales. Our customers include a cross-section of the semiconductor ecosystem, from chemical companies and equipment manufacturers~~ to ~~semiconductor~~customer ~~fabs~~requirements.

•Leveraging Our Collective Expertise. We ~~have~~leverage ~~streamlined~~expertise across our ~~platform~~segments and broad portfolio of advanced materials, materials handling and purification capabilities to ~~focus~~create oninnovative, ~~the~~new ~~core~~and ~~areas~~co-optimized solutions addressing unmet customer needs. For example, certain of our ~~businesses~~formulated ~~that~~cleaning wechemistry ~~believe~~products ~~have~~are ~~the~~developed ~~greatest~~by ~~strategic~~our ~~value~~MS segment with collaboration from our filtration expertise in ~~supporting~~our APS segment, packaged with our ~~customers~~ultra-clean container and ~~their~~connector ~~technology~~system, ~~roadmaps.~~and Todelivered ~~that~~to ~~end,~~the asprocess ~~further~~tools ~~described~~through ~~above,~~fluid ~~during~~handling ~~2023~~systems ~~and~~each ~~2024,~~from weour ~~completed~~APS segment. In the ~~divestitures~~process oftools, ~~QED~~these cleaning chemistry products, ~~our~~may ECbe ~~business~~purified ~~and~~through systems produced by our ~~PIM~~APS segment. Our advanced deposition materials business ~~and~~similarly ~~terminated~~requires ~~the~~cross-segment ~~Alliance~~capabilities, ~~Agreement~~including ~~with~~synthesis ~~MacDermid~~of ~~Enthone.~~unique molecules, purification of these

•We intend to continue to further pay down our debt, while also investing in research and development and the advanced manufacturing capabilities necessary to maintain and expand our technology leadership and to drive organic growth.

Customers Collaboration. We believe the strong relationships we have with our customers, which include leading logic and memory semiconductor manufacturers, original equipment manufacturers (“OEMs”) and semiconductor materials suppliers, are critical to our long-term success. We have built strong relationships with our customers through our expansive global presence, which allows us to engage with our customers where they operate. For example, we chose to invest in our KSP manufacturing facility in Taiwan and in our new research center in South Korea to effectively collaborate with our customers locally in order to jointly uncover novel solutions for our customers’ yield, reliability and performance challenges. We are actively engaged with our key customers to design technology roadmaps specifically tailored to their short- and long-term strategic plans. These customer relationships provide us with collaboration opportunities at the early product design stage (in certain cases years ahead of commercialization), which facilitate our ability to introduce new products and applications that serve our customers’ needs. We intend to reinforce and further strengthen these relationships through, among other things, collaborations and joint development activity.

Supporting the Integration of New Materials. We understand the significant challenges our customers face as they introduce new materials into processes to manufacture increasingly advanced and complex semiconductor chips. New materials must outperform incumbent materials and deliver equivalent or higher yields without causing integration issues with other process

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~~steps.~~materials ~~For~~and ~~example,~~safe ~~the~~transport ~~decision~~and todelivery ~~introduce~~onto ~~a new material at~~ the ~~deposition stage of the semiconductor manufacturing process will impact CMP and the post-CMP cleans~~wafer, ~~etch~~free ~~and~~from ~~post-etch residue cleans~~contaminants, asat ~~well~~a ashigh ~~the~~throughput. ~~selection~~As ~~of filters in several other stages of~~ the ~~process.~~semiconductor Weindustry ~~believe~~adopts ~~one~~new ofinterconnect ~~our~~metals ~~value~~like ~~propositions~~molybdenum, is our ~~ability~~portfolio toof ~~both~~deposition ~~manufacture~~precursors, ~~new~~CMP ~~materials~~slurries and topads, ~~support~~post-CMP ~~our~~cleans ~~customers~~and inselective ~~evaluating~~etch ~~how~~formulations, ~~those~~combined ~~new materials interact~~ with ~~other~~our ~~stages in the manufacturing process. Specifically~~filtration, wesensing ~~leverage our understanding of upstream~~ and ~~downstream~~delivery ~~interactions~~products, ~~between~~enables ~~unit~~us ~~process steps and tailor our product offerings~~ to ~~lower~~create ~~the~~complementary ~~risk~~solutions ofthat ~~issues~~enhance ~~arising~~device asperformance aand ~~result~~optimize of new material introduction into these processes. We believe this approach is critical for accelerating the introduction of new material innovations because it reduces development cycles of learning while accelerating the time to ~~market and~~ yield ~~for our customers~~.

~~Technology~~Strategic ~~Leadership~~Acquisitions, Partnerships and ~~Strong,~~Related ~~Diverse Portfolio~~Transactions. ~~Our~~We ~~customers~~have ~~need~~completed athe ~~broad~~integration ~~range~~ of ~~advanced,~~CMC ~~customized~~Materials, ~~reliable~~which ~~and~~broadened ~~cost-effective~~our ~~products~~product and ~~materials,~~technology ascapabilities ~~well as the technological~~ and ~~application~~increased ~~expertise~~our ~~to enhance their productivity~~scale, ~~quality~~ and ~~yield,~~we ~~especially~~streamlined ~~as they move towards more advanced technology nodes. We believe~~ our ~~comprehensive~~portfolio ~~offering~~through ~~provides~~the usdivestitures ~~with~~of ~~a competitive advantage~~QED, ~~allowing~~our usEC tobusiness ~~meet~~and aour ~~broad~~PIM ~~range~~business ~~of their needs~~ and tothe ~~serve~~termination ~~customers in many aspects~~ of the ~~semiconductor~~Alliance ~~manufacturing~~Agreement ~~ecosystem.~~with ToMacDermid ~~build~~Enthone. ~~upon~~We ~~our~~expect ~~technology~~to ~~leadership,~~continue wepursuing ~~have~~strategic ~~made,~~acquisitions and ~~plan~~partnerships to ~~continue~~address toproduct ~~make~~offering gaps, ~~significant~~secure ~~investments~~new incustomers, ~~ER&D~~diversify ~~initiatives~~into tocomplementary ~~continue~~markets, tobroaden ~~advance~~ our ~~technology~~technological ~~and product offerings~~capabilities, ~~increasingly~~access ~~focusing~~regional onmarkets ~~meeting~~and ~~the~~achieve ~~needs~~scale ~~of next generation technology nodes~~benefits. We ~~spent~~have ~~approximately~~a ~~$316.1~~strong ~~million,~~track ~~$277.3~~record ~~million~~of executing and ~~$229~~integrating these transactions.0 Prior ~~million~~to onour ~~such~~acquisition ~~activities~~of inCMC ~~2024~~Materials, ~~2023~~we ~~and~~completed ~~2022,~~numerous ~~respectively,~~small ~~representing~~to ~~9.8%,~~mid-sized ~~7.9%~~acquisitions ~~and~~that ~~7.0%~~strengthened of our ~~net~~product ~~sales, in 2024, 2023 and 2022, respectively~~portfolio. We ~~are~~periodically ~~committed~~reevaluate toexisting ~~providing~~businesses ~~customers with innovative technologies~~ and ~~solutions~~may ~~for~~sell, ~~their~~restructure ~~evolving~~or ~~manufacturing~~replace ~~needs~~businesses. ~~For~~We ~~example,~~also weevaluate ~~have~~opportunities ~~introduced~~for ~~sub-5~~strategic ~~nanometer filtration products~~alliances, ~~advanced~~joint ~~deposition~~development ~~materials~~programs ~~for next generation transistor~~ and ~~interconnect~~other ~~technologies,~~strategic ~~polishing~~investments ~~slurry and pad solutions with post-cleaning formulations~~ to ~~meet~~achieve ~~the~~a ~~needs~~variety of ~~advanced~~objectives ~~memory~~including ~~applications,~~expanding ~~selective~~our ~~etching~~manufacturing ~~formulations for advanced device applications~~capacity, ~~advanced~~producing ~~reticle~~products ~~pods~~closer ~~for~~to ~~EUV~~our ~~photolithography applications~~customers, ~~advanced~~accelerating ~~300~~product ~~millimeter~~development ~~wafer carriers~~ and ~~advanced~~developing ~~coatings~~new tosupply ~~meet the rigorous defectivity specifications for the manufacturing of advanced technology nodes~~sources.

~~Global~~Adjacent ~~Infrastructure~~Markets. We ~~have~~leverage aour ~~global~~semiconductor ~~infrastructure~~industry ofexpertise ~~design, manufacturing, logistics, distribution, service~~ and ~~technical~~core ~~support~~capabilities ~~facilities to meet the needs of our global customers. We further enhanced this footprint with the opening of a new manufacturing center of excellence~~ in ~~Taiwan,~~material ~~our~~science ~~KSP~~and ~~facility,~~material inpurity ~~May~~to ~~2023,~~develop ~~which~~product ~~will~~extensions ~~become~~for ~~our~~other ~~largest~~industries ~~manufacturing~~requiring ~~facility.~~materials Inintegrity ~~addition~~management, ~~we continue to make progress on our new state~~high-~~of-the-art~~purity ~~Colorado~~fluids ~~Springs manufacturing facility, which we expect to ramp production in the second half of 2025~~ and aintegrated ~~new~~dispense ~~tech center in South Korea, which we expect to commence operations during the first half of 2025~~systems. ~~Over~~We ~~the~~plan ~~last several years we have also invested in expanding our capacity and capabilities at our existing facilities~~ to ~~meet~~continue ~~existing~~selectively ~~and~~developing ~~anticipated~~product ~~demand,~~extensions ~~including~~for ~~adding~~adjacent ~~new~~markets ~~capacity in liquid filtration in Billerica, Massachusetts~~ and ~~Yonezawa~~, ~~Japan,~~ in ~~deposition~~doing ~~materials in Toronto~~so, ~~Ontario,~~seek into ~~materials~~increase ~~handling~~our intotal ~~Chaska,~~available ~~Minnesota~~market and ~~JangAn,~~return ~~Korea,~~on inER&D ~~CMP filter and CMP slurries in Taiwan, in SiC slurries in Aurora, Illinois and in solid precursors in Burnett, Texas~~investments.

~~Operational~~Corporate ~~Excellence~~Social Responsibility. Our ~~customers~~corporate ~~are~~social ~~increasingly~~responsibility ~~focused~~(“CSR”) onprogram ~~the~~is ~~effectiveness,~~embedded ~~dependability,~~in ~~resiliency~~our ~~and~~business ~~consistency of their supply chains. Our~~ strategy iswith to2030 ~~continue~~goals tobuilt ~~develop~~around ~~and~~four ~~enhance~~pillars: ~~our~~Innovation, ~~extensive~~Safety, ~~supply~~Personal ~~chain~~Development and ~~manufacturing capabilities into a competitive advantage by driving operational excellence~~Inclusion, ~~operating in a manner that ensures the safety of our employees~~ and ~~the quality of our products~~Sustainability. AsRecent ~~described~~accomplishments ~~above,~~include weachieving ~~believe~~a ~~our~~“Gold” ~~significant~~rating ~~investments~~from inEcoVadis ~~our~~(96th ~~new~~percentile) ~~KSP facility in Taiwan~~ and ~~our~~a ~~facility~~“B” inrating ~~Colorado~~from ~~Springs,~~the ~~Colorado~~Carbon ~~will~~Disclosure ~~enhance~~Project ~~our operational excellence~~(“CDP”). ToOur ~~perform~~annual atCSR ~~the~~report ~~high~~is ~~level~~published ofon our ~~customers’~~website ~~expectations,~~at wehttp://www.Entegris.com ~~intend~~under to“About ~~continue~~Us to- ~~invest~~Corporate inSocial ~~the following priorities:~~ Responsibility”.

•Manufacturing equipment and facilities incorporating leading-edge process technology, including advanced cleanroom and cleaning procedures;

•Automated manufacturing, statistical process controls, quality and supply chain management systems; and

•A highly skilled and agile organization, capable of rapid design, prototyping and ramping to high volume manufacturing while promptly responding to new customer requirements and feedback.

Leveraging Our Collective Expertise. We leverage our expertise across our segments and broad portfolio of advanced materials, materials handling and purification capabilities to create innovative, new and co-optimized solutions to address unmet customer needs. For example, certain of our formulated cleaning chemistry products are developed and manufactured by our MS segment, with collaboration from our filtration expertise in our APS segment, packaged with our ultra-clean container and connector system, delivered to the process tools through fluid handling systems each from our APS segment, and, in the process tools, may be purified through systems produced by our APS segment. Another example of our internal collaboration and broad technical expertise is in our advanced deposition materials business, which requires comprehensive capabilities across several disciplines, including the synthesis of unique molecules, purification of these materials and the capability to

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safely transport and deliver them onto the wafer, free from contaminants, at a high throughput. Furthermore, as the semiconductor industry looks to new interconnect metals like molybdenum, our portfolio of deposition precursors, CMP slurries and pads, post-CMP cleans and selective etch formulations, combined with our filtration, sensing, and delivery products will enable us to create complementary solutions and enable our customers to enhance their device performance and optimize time to yield.

Strategic Acquisitions, Partnerships and Related Transactions. We have completed the integration of CMC Materials into the Company and have streamlined our portfolio through the divestitures of QED, our EC business and our PIM business and the termination of the Alliance Agreement with MacDermid Enthone, with the proceeds of these transactions used for debt pay down. We expect to continue to pursue strategic acquisitions and business partnerships that enable us to address gaps in our product offerings, secure new customers, diversify into complementary product markets, broaden our technological capabilities and product offerings, access local or regional markets and achieve benefits of increased scale. We believe we have a strong track record of executing these transactions and their integration. Our acquisition of CMC Materials broadened our product and technology capabilities and increased our scale. In the years preceding the CMC Materials acquisition, we completed numerous small to mid-sized acquisitions, which strengthened and expanded our product portfolio. Further, we will reevaluate our existing businesses from time to time and may decide to sell, restructure or replace one or more businesses. Finally, we regularly evaluate opportunities for strategic alliances, joint development programs and other strategic investments to achieve a variety of objectives including expanding our manufacturing capacity, producing products closer to our customers, developing optimized products more quickly and developing new sources of supply to provide us with a competitive advantage.

Adjacent Markets. We leverage the expertise that we have gained from serving the semiconductor industry, as well as our core capabilities in material science and material purity, to develop product extensions for other industries that employ technologies and production processes that require materials integrity management, high-purity fluids and integrated dispense systems. We believe our products and technologies are well-suited to create innovation in industries like hydrogen purification, clean energy, batteries, LEDs, optical space systems and products for life sciences applications. We plan to continue identifying and selectively developing product extensions that address needs in adjacent markets and, in doing so, we seek to increase the total available market for our products and to increase our return on ER&D investments.

Corporate Social Responsibility. We seek to embed our corporate social responsibility (“CSR”) program into our business strategy and measure progress toward the 2030 goals we have established. Our program is built around the four core pillars of Innovation, Safety, Personal Development and Inclusion, and Sustainability. The program includes goals for each of the four pillars to guide us towards 2030. Our latest corporate social responsibility report released in 2024 provides a comprehensive overview of Entegris’ continued efforts to advance these goals. Recent accomplishments include continuing to achieve a “Gold” rating from EcoVadis with a ranking in the 98th percentile and an “A” rating from MSCI. The annual corporate social responsibility report is published on our website at http://www.Entegris.com under “About Us - Corporate Social Responsibility”.

OUR SEGMENTS

~~Following~~Our ~~a change in our organization structure in the fourth quarter of 2024, our~~ business is organized and operated in two segments: Materials Solutions, or MS, and Advanced Purity Solutions, or APS. These segments collaborate to create new and increasingly integrated solutions, for ~~our customers~~example, ~~such as~~ leveraging the purification and handling expertise of the APS segment to ensure ~~maximum~~ purity and stability of CMP slurries and cleans solutions from the MS segment and leveraging the advanced materials expertise from the MS segment in formulated cleaning chemistries and in slurry formulation to develop differentiated filtration and purification solutions in the APS segment. The following is a detailed description of our segments.

MATERIALS SOLUTIONS SEGMENT

MS provides complementary materials solutions ~~around~~for ~~the primary modules in the~~ semiconductor manufacturing ~~process~~ and ~~in the emerging area of~~ advanced packaging, including deposition materials, integrated circuit CMP solutions, high-performance etch and clean chemistries, gases and materials, and safe and efficient materials delivery systems that enhance our customers’ product performance. Our ability to deliver advanced materials at high purity, together with critical products like CMP slurries and pads, enables our customers’ technical ~~roadmap~~roadmaps, improves device performance, enhances ~~their~~ yields and is critical to ~~enabling the performance of~~ leading-edge logic and memory devices. We believe the growing long-term demand in ~~the~~ advanced logic and memory ~~market~~, the need tofor ~~introduce~~ new and innovative materials at advanced nodes with increasingly complex device ~~design~~designs, ~~schemes~~ and the importance of recess chemistries and specialized cleaning solutions will drive demand in our MS segment.

~~Deposition~~Molecular and ~~Etch~~Engineered Solutions. We offer the following ~~Deposition~~Molecular and ~~Etch~~Engineered Solutions products:

7Advanced Deposition Materials Products. Our advanced deposition materials include ultra-pure liquid and solid precursors, including organometallic and inorganic precursors for the deposition of molybdenum, tungsten, titanium, hafnium, zirconium, aluminum and other emerging metal and metal-based films. We also offer organosilane precursors for the deposition of silicon oxide, silicon nitride and advanced dielectric materials films as well as a variety of molecules required to enable area-selective deposition applications. These precursors are designed in close collaboration with OEM process tool manufacturers and device makers to produce application-specific solutions compatible with complex material integrations. We offer delivery systems and containers for reliable storage and delivery of low volatility solid and liquid precursors required in atomic layer deposition processes. Combined with our proprietary corrosion-resistant coatings and filtration solutions, we believe our advanced deposition solutions enable the industry’s highest purity levels, improving device performance.

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~~Advanced~~Specialty ~~Deposition Materials Products~~Gases. Our ~~advanced~~specialty ~~deposition~~gas ~~materials~~solutions ~~include~~provide ~~ultra-pure~~advanced ~~liquid~~gas ~~and~~delivery ~~solid precursors, including organometallic~~ and ~~inorganic~~services ~~precursors~~ for ~~the~~electronics ~~deposition~~industry ~~of molybdenum~~applications, ~~tungsten,~~specifically ~~titanium,~~implant. ~~hafnium,~~Our ~~zirconium,~~SDS® ~~aluminum~~cylinders ~~and~~safely ~~other~~store ~~emerging metal~~ and ~~metal-based~~deliver ~~films. We~~hazardous ~~also~~gases, ~~offer~~such ~~organosilane~~as ~~precursors~~arsine, ~~for the deposition of silicon oxide~~phosphine, ~~silicon~~germanium ~~nitride~~tetrafluoride and ~~advanced~~boron ~~dielectric~~trifluoride, ~~materials~~at ~~films~~sub-atmospheric aspressure ~~well~~using asour aproprietary ~~variety of molecules required to enable area~~carbon-~~selective~~based ~~deposition~~adsorbent ~~applications~~materials. These ~~precursors~~cylinders ~~are~~minimize ~~designed~~potential inleaks ~~close~~during ~~collaboration~~transportation ~~with OEM process tool manufacturers~~ and ~~device~~use ~~makers~~while toallowing ~~produce~~more ~~application-specific~~gas ~~solutions that are compatible with complex integrations of material solutions used to build the semiconductor device. We offer delivery systems and containers that allow for reliable~~ storage, ~~and~~providing ~~delivery~~significant ofsafety, ~~low~~environmental ~~volatility solid~~ and ~~liquid~~productivity ~~precursors~~benefits ~~required~~over intraditional ~~atomic~~high-pressure ~~layer deposition processes~~cylinders. ~~When~~We ~~combined~~also ~~with~~offer ~~our~~VAC, ~~proprietary~~a ~~corrosion-resistant~~complementary ~~coatings~~technology ~~and~~to ~~filtration solutions~~SDS, wewhere ~~believe~~select ~~our~~implant ~~advanced~~gases ~~deposition~~and ~~solutions~~gas ~~enable~~mixtures ~~the~~are ~~industry’s~~stored ~~highest~~under ~~purity~~high ~~levels,~~pressure ~~resulting~~but indelivered ~~improved device performance~~sub-atmospherically.

~~Surface~~Specialty ~~Preparation~~Coatings and ~~Integration Products~~E-chucks. WeOur ~~offer~~high-performance aspecialty ~~range~~coatings, ofincluding ~~materials~~Pegasus™ ~~used~~and toCearus™ ~~prepare~~coatings, ~~the~~provide ~~surface~~erosion ofresistance, aminimize ~~semiconductor~~particle ~~wafer~~generation ~~during the manufacturing process~~ and toprevent ~~integrate~~contamination ~~with materials being used~~ on ~~the~~critical ~~wafer.~~components Wein ~~offer~~semiconductor aand ~~broad~~other ~~range of cleaning solutions for applications such as semiconductor post~~high-~~etch~~technology ~~residue~~manufacturing ~~removal, wafer etching, organics removal, resist removal, edge bead removal and corrosion prevention~~environments. We Inalso ~~addition,~~provide weelectrostatic ~~offer~~chucks ~~selective~~for ~~etch~~core ~~products~~components ~~designed~~critical to ~~enable~~delivery ~~advanced architectures such as 3D-NAND~~equipment.

~~Dry~~Advanced ~~Process~~Cleaning ~~Solutions~~Materials. We ~~offer~~develop ~~the~~and ~~following~~manufacture ~~Dry~~high-performance ~~Process~~consumable ~~Solutions~~ products: for cleaning advanced probe cards and test sockets, improving yields and throughput in wafer and package test operations at semiconductor device manufacturers, foundries and outsourced semiconductor assembly and test (“OSAT”) facilities.

~~Specialty~~Formulated ~~Gases~~Solutions. Our ~~specialty~~Formulated ~~gas~~Solutions ~~solutions~~business ~~provide~~leverages ~~advanced~~our ~~safety~~CMP and ~~process~~related capabilities to ~~semiconductor~~provide ~~and display manufacturers. Our SDS cylinders safely store and deliver hazardous gases, such as arsine, phosphine, germanium tetrafluoride and boron trifluoride, at sub-atmospheric pressure through~~ the ~~use~~following of our proprietary carbon-based adsorbent materials. These cylinders are designed to minimize potential leaks during transportation and use and allow more gas to be stored, providing significant safety, environmental and productivity benefits over traditional high-pressure cylinders. We also offer VAC, a complementary technology to SDS, where select implant gases and gas mixtures are stored under high pressure but are delivered sub-atmospherically.products:

~~Specialty~~CMP ~~Coatings~~Slurries. ~~Our~~We ~~high-performance~~develop, ~~specialty~~produce ~~coatings,~~and ~~such~~sell asCMP ~~our~~slurries ~~Pegasus™~~for ~~and~~polishing ~~Cearus™~~a ~~coatings~~wide range of materials used in semiconductor devices, ~~provide~~including ~~erosion~~tungsten, ~~resistance~~dielectric materials, ~~minimize~~copper, ~~particle~~barrier, ~~generation~~aluminum and ~~prevent~~other ~~contamination~~emerging onmaterials. ~~critical~~We ~~components~~believe inthat ~~semiconductor~~we ~~environments~~are uniquely positioned to develop and ~~other~~optimize ~~high-technology~~new ~~manufacturing~~slurries ~~operations.~~for emerging materials such as molybdenum.

~~Advanced Cleaning Materials~~Substrates. We ~~develop~~also ~~and~~offer ~~manufacture~~slurry ~~high-performance consumable~~ products for ~~cleaning~~polishing ~~advanced~~bare ~~probe~~silicon ~~cards~~wafers and ~~test~~other ~~sockets,~~ultra-hard ~~designed~~surface tomaterials, ~~improve~~including ~~customer~~SiC ~~yields~~ and ~~throughput~~GaN insubstrates ~~wafer~~ and ~~package~~disk ~~test~~substrates ~~operations~~and atmagnetic ~~semiconductor~~heads ~~device~~used ~~manufacturers,~~in ~~foundries,~~hard ~~and~~disk ~~outsourced~~drives ~~semiconductor~~for ~~assembly~~power electronics and ~~test~~advanced ~~(“OSAT”)~~communications ~~facilities~~end-markets.

~~Integrated~~CMP ~~Circuits~~Pads. ~~(“IC”)~~CMP ~~Polishing~~pads ~~Solutions~~are critical in the CMP process to flatten and polish wafers and can significantly impact process performance. Our ICCMP ~~Polishing~~pads, ~~Solutions~~such ~~enables~~as usour toNexPlanar™, ~~fully~~Medea™ ~~leverage~~and ~~our~~Ultra ~~capabilities~~pad asproducts aprovide the hardness, pore sizes, compressibility and groove patterns required for various CMP ~~solutions~~applications. ~~provider~~Our toEpic ~~the~~Power™ ~~semiconductor~~CMP ~~industry~~Pads byare ~~providing~~designed ~~the~~for ~~following~~SiC ~~products:~~wafers and offer a balance of best-in-class performance, quality and cost of ownership.

Post-CMP ~~Slurries.~~Cleans ~~We develop, produce,~~ and ~~sell~~Brushes. Our post-CMP ~~slurries~~clean ~~for~~chemistry ~~polishing a wide range of materials used in semiconductor devices~~products, including ~~tungsten,~~PlanarClean® ~~dielectric~~and ~~materials,~~ESC ~~copper~~784, ~~barrier,~~efficiently ~~aluminum,~~remove ~~and~~abrasive ~~other~~slurry ~~emerging~~particles ~~materials~~and ~~used~~organic inresidue ~~semiconductor~~from ~~device~~wafers ~~fabrication.~~after Wethe ~~believe~~CMP ~~that~~process wewithout ~~are~~contributing ~~uniquely positioned~~ to becontamination. ~~able~~In toaddition, ~~develop~~our ~~and~~consumable ~~optimize~~polyvinyl ~~new~~alcohol ~~slurries~~roller ~~that~~brush ~~can~~products beare ~~utilized on emerging materials~~ used into ~~semiconductor~~clean ~~device~~wafers ~~fabrication,~~following ~~such as molybdenum and ruthenium~~CMP.

~~CMP~~Surface ~~Pads.~~Preparation ~~CMP~~and ~~pads~~Integration ~~are~~Products. ~~critical~~We inoffer ~~the~~a ~~CMP~~range ~~process~~of tomaterials ~~flatten~~used ~~and~~to ~~polish~~prepare ~~wafers~~semiconductor ~~and~~wafer ~~can~~surfaces ~~have~~during athe ~~significant~~manufacturing ~~impact on~~ process ~~performance.~~and ~~Our~~to ~~CMP~~integrate ~~Pads,~~with ~~such~~materials ason ~~our~~the ~~NexPlanar™,~~wafer. ~~Medea™~~Our ~~and~~etch ~~Ultra~~cleaning ~~pad~~solutions ~~products~~address ~~are~~applications ~~designed~~including topost-etch ~~provide~~residue ~~the~~removal, ~~exact~~wafer ~~hardness~~etching, ~~pore~~organics ~~sizes~~removal, ~~compressibility~~resist removal, ~~and~~edge ~~groove~~bead ~~patterns~~removal ~~needed to meet~~ and ~~exceed~~corrosion ~~the requirements of various CMP applications~~prevention. ~~Our~~We ~~Epic~~also ~~Power™~~offer ~~CMP~~selective ~~Pads~~etch ~~are~~products designed for ~~SiC~~advanced ~~wafers~~architectures ~~and~~such ~~offer~~as ~~a balance of best~~3D-~~in-class performance, quality, and cost of ownership~~NAND.

~~Post-CMP~~Advanced ~~Cleans~~Materials ~~and~~Markets ~~Brushes~~(“AMM”). ~~Our~~AMM ~~post-CMP~~develops ~~clean~~and ~~chemistry~~sells products, ~~such~~to ascustomers ~~PlanarClean®~~in ~~and~~markets ~~ESC~~outside ~~784,~~semiconductor ~~are~~manufacturing. ~~designed~~AMM toincludes ~~efficiently~~our ~~remove~~POCO® ~~the~~premium ~~abrasive~~graphite ~~slurry~~products ~~particles~~for ~~and~~precision ~~organic~~consumable ~~residue~~electrodes ~~from~~for ~~the~~electrical ~~wafer~~discharge ~~after~~machining, ~~the~~hot ~~CMP~~glass ~~process,~~contact ~~removing~~materials ~~residue~~for ~~that~~glass ~~might~~product ~~affect~~manufacturing ~~yield~~and ~~while~~forming ~~not~~and ~~contributing~~other toconsumable ~~contamination.~~products Infor ~~addition~~various industrial applications, ~~our~~including ~~consumable~~aerospace, ~~polyvinyl~~optical, ~~alcohol~~medical ~~roller~~devices, ~~brush~~air ~~products~~bearings ~~are~~and ~~used~~printing. toAMM ~~clean~~also ~~the~~provides ~~wafer~~specialty ~~following~~chemicals ~~the~~and ~~CMP~~materials ~~process.~~for end-markets, including aircraft, aerospace, wound care and medical devices.

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Advanced Materials Markets (“AMM”). AMM focuses on developing and selling products to customers in new and emerging market areas outside of the semiconductor manufacturing process. AMM includes our POCO® premium graphite products, used to make precision consumable electrodes for electrical discharge machining, hot glass contact materials for glass product manufacturing and forming and other consumable products for various industrial applications, including aerospace, optical, medical devices, air bearings and printing. It also includes our slurry products used for polishing bare silicon wafers and other ultra-hard surface materials, including SiC and GaN substrates as well as disk substrates and magnetic heads used in hard disk drives, which are utilized in power electronics and advanced communications end-markets. AMM also provides specialty chemicals and specialty materials to enable advanced performance of product solutions in a wide range of end-markets, including aircraft, aerospace, wound care and medical devices.

ADVANCED PURITY SOLUTIONS SEGMENT

The APS segment isfocuses the segment resulting from combining the Microcontamination Control (“MC”) segment and the Advanced Materials Handling (“AMH”) segment, both of which offered highly complementary products with a core focus on ensuring critical materials purity. The APS segment offers solutions to ensure the purity of critical liquid chemistries, process gases, wafers and substrates in semiconductor manufacturing ~~processes~~ and other high-technology industries. Our liquid and gas filtration and purification products are critical to semiconductor manufacturing processes, including photolithography, deposition, planarization and surface etching and cleaning, because they remove nanometer-sized contaminants, ~~directly~~reducing ~~reduce~~ defects, ~~improve~~improving manufacturing yield and ~~enhance~~enhancing ~~the~~ long-term ~~reliability of the semiconductor~~ device reliability. Our microenvironment solutions improve ~~our customers’~~ yields by ensuring ~~the~~wafer purity ~~of wafers~~ and protecting ~~them~~wafers from contamination and damage during manufacturing and transportation, while our fluid management solutions ensure ~~the~~ purity and safe delivery of advanced chemicals from the chemical manufacturer to the point-of-use in the semiconductor fab.

We believe the value proposition of materials purity is increasing, in large part due to increasing manufacturing complexity, continuous node shrink in logic semiconductors and the ramp in the 3D NAND market, as the risk and cost of yield loss due to contamination grows.7

Liquid Microcontamination Control Products. We offer a variety of products that control contaminants in our customers’ wet processes both in the fab environment and upstream at the chemical manufacturers. For example, our Torrento® series of filters is used for the filtration of aggressive acid and base chemistries for both semiconductor fabs as well as specialty chemical manufacturers, including our MS segment. Manufacturers of high purity chemicals and semiconductor fabs use our Trinzik® and Microgard™ products for the filtration of chemicals and ultra-pure water. Our Impact® series of filters are used in point-of-use photochemical dispense applications where the delivery of superior flow rate performance and reduced microbubble formation is critical. Our Protego® series of liquid purifier/filter products are used to reduce metallic contamination in chemical manufacturing and in critical wafer rinsing and drying applications by our customers. In addition, we provide membrane and liquid filtration offerings serving semiconductor, pharmaceutical and medical applications.

Gas Microcontamination Control Products. We offer a broad portfolio of products designed to remove particulate and molecular contaminants from controlled environments and gas streams in semiconductor, flat panel display and LED fabs. Our Wafergard® gas filters reduce outgassing and remove particle contamination. Our GateKeeper® gas purifiers and large facility-wide gas purification systems provide continuous purified gas supply to customer fabs from the point of creation on the gas pads to the point-of-use at the wafer by chemically reacting and absorbing contaminants, effectively removing gaseous contaminants down to part-per-trillion levels. Our Chambergard™ gas diffusers provide semiconductor equipment manufacturers with the capability to rapidly vent their tools to atmosphere to dramatically reduce process cycle times without adding particles to the wafers. In addition, our Vaporsorb products are used to eliminate airborne molecular contamination from critical process tool areas or cleanrooms in the fab. These products are used in or alongside critical processing tools to improve yield and reduce tool downtime.

Microenvironment Solutions. Our wafer carriers are high-purity “micro-environments” that carry wafers between manufacturing process steps. Each of these microenvironments is designed to protect the safety, security, and purity of the wafers throughout the fabrication life cycle. We lead the market for 300 millimeter FOUPs, wafer transport and process carriers and SMIF pods for 200 millimeter wafer applications. Our high-volume line of Ultrapak® products for wafers ranging from 100 to 200 millimeters ensure the clean and secure transport of wafers from the wafer manufacturers to the semiconductor fabs. We also offer a front-opening shipping box (“FOSB”) for the transportation and automated interface of 300 millimeter wafers. Our EUV reticle pod is designed to provide defect-free protection of EUV reticles during shipping, storage, handling, and vacuum-transferring operations.

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~~Fluid~~We ~~Management~~believe ~~Products.~~the ~~Our~~value ~~broad~~proposition ~~range~~ of ~~fluid~~materials ~~management~~purity ~~solutions~~is ~~maximize fab productivity~~increasing, ~~improve~~in ~~fab~~large ~~yields~~part ~~and~~due ~~reduce cost of ownership throughout bulk chemical delivery, CMP, wet etch and clean and lithography processes. Our broad portfolio of packaging and container products, from low-volume containers~~ to ~~transport~~growing ~~high-value~~manufacturing ~~photoresist chemistries~~complexity, ~~such~~continuous asnode ~~our~~shrink ~~NOWPak® products, to large intermediate bulk containers, such as our FluoroPure® products, ensures the purity of the chemistries they contain. We are a leader~~ in ~~high-purity~~logic ~~fluid~~semiconductors ~~handling~~and ~~products~~3D ~~such~~NAND asmarket ~~valves~~expansion, ~~fittings, tubing, piping and associated connection systems, such~~ as ~~our PrimeLock® connections, for high-purity chemical applications. Our proprietary digital flow control technology improves~~ the ~~uniformity~~risk of chemicals applied on wafers. For example, our IntelliGen® integrated, high-precision liquid dispense systems enable the uniform application of advanced chemistries during the wafer fabrication process, integrating our valve control expertise with filter device technologies, in order to conserve high-value chemistry and ~~reduce~~cost ~~defects on wafers. Our instrumentation solutions ensure consistency and monitoring~~ of ~~complex blended chemistries, such as our on~~contamination-~~tool~~related ~~Accusizer®~~yield ~~system,~~loss which performs automated online particle size and count analysis with applications in both semiconductor and life science industries, and our SemiChem® systems and our Invue® products, which measure chemical concentration in CMP slurries and formulated cleaning chemistriesgrows.

Liquid Microcontamination Control Products. We offer products that control contaminants in our customers’ wet processes in the fab environment and upstream at the chemical manufacturers. Our Torrento® filtration solutions are used for aggressive acid and base chemistries for semiconductor fabs and specialty chemical manufacturers, including our MS segment. Our Trinzik® and Microgard™ products filter chemicals and ultra-pure water for high purity chemical manufacturers and semiconductor fabs. Our Impact® filtration solutions are used in point-of-use photochemical dispense applications requiring superior flow rate performance and reduced microbubble formation. Our Protego® solutions reduce metallic contamination in chemical manufacturing and critical wafer rinsing and drying applications. We also provide membrane and liquid filtration offerings serving semiconductor, pharmaceutical and medical applications.

Gas Microcontamination Control Products. We offer a broad portfolio of products designed to remove particulate and molecular contaminants from controlled environments and gas streams in semiconductor, flat panel display and LED fabs. Our Wafergard® gas filters reduce outgassing and remove particle contamination. Our GateKeeper® gas purifiers and large, facility-wide gas purification systems provide continuous purified gas supply to customer fabs from the point of creation on the gas pads to the point-of-use at the wafer by chemically reacting and absorbing contaminants, effectively removing gaseous contaminants down to part-per-trillion levels. Our Chambergard™ gas diffusers enable semiconductor equipment manufacturers to rapidly vent tools to reduce process cycle times without adding particles to wafers. Our Vaporsorb products eliminate airborne molecular contamination from critical process tool areas or cleanrooms in the fab. These products are used in or alongside critical processing tools to improve yield and reduce tool downtime.

Microenvironment Solutions. Our wafer carriers are high-purity “micro-environments” that carry wafers between manufacturing process steps, protecting and ensuring purity of wafers throughout the fabrication life cycle. We lead the market for 300 millimeter FOUPs, wafer transport and process carriers and SMIF pods for 200 millimeter wafer applications. Our Ultrapak® products for wafers ranging from 100 to 200 millimeters ensure the clean and secure transport of wafers from wafer manufacturers to semiconductor fabs. We also offer a front-opening shipping box (“FOSB”) for the transportation and automated interface of 300 millimeter wafers. Our EUV reticle pod provides defect-free protection of EUV reticles during shipping, storage, handling and vacuum-transferring operations.

Fluid Management Products. Our fluid management solutions maximize fab productivity, improve fab yields and reduce cost of ownership throughout bulk chemical delivery, CMP, wet etch and clean and lithography processes. Our packaging and container products, from low-volume containers to transport high-value photoresist chemistries, such as our NOWPak® products, to large intermediate bulk containers, such as our FluoroPure® products, ensure chemistry purity. We are a leader in high-purity fluid handling products including valves, fittings, tubing, piping and connection systems such as PrimeLock® connections, for high-purity chemical applications. Our proprietary digital flow control technology improves chemical uniformity on wafers. Our IntelliGen® high-precision liquid dispense systems enable uniform application of advanced chemistries, integrating our valve control expertise with filter device technologies to conserve high-value chemistry and reduce defects. Our instrumentation solutions ensure consistency and monitoring of complex blended chemistries, including our on-tool Accusizer® system for automated particle size and count analysis in semiconductor and life science applications, and our SemiChem® systems and Invue® products for measuring chemical concentration in CMP slurries and formulated cleaning chemistries.

OUR CUSTOMERS AND MARKETS

Our customers include logic and memory semiconductor device manufacturers, semiconductor equipment makers, gas and chemical ~~manufacturing~~suppliers ~~companies~~ and wafer ~~grower~~growers ~~companies~~ serving the global semiconductor industry. We also ~~sell~~serve ~~our products to~~ OSAT facilities, flat panel display ~~equipment~~manufacturers and hard disk drive component and device makers, ~~panel~~as ~~manufacturers~~well as customers in solar, ~~manufacturers~~life ofsciences, ~~hard~~electrical ~~disk~~discharge ~~drive~~machining, ~~components~~glass ~~and~~manufacturing, ~~devices~~aerospace and ~~their~~biomedical ~~related~~implant ~~ecosystems~~manufacturing.

~~Our~~The ~~other~~following ~~high-technology~~table ~~markets~~shows ~~include~~the ~~manufacturers~~percentage ~~and~~of ~~suppliers~~our innet ~~the~~sales ~~solar~~to ~~and~~top ~~life~~customers ~~science~~and ~~industries,~~the ~~electrical~~percentage ~~discharge~~of ~~machining~~our ~~customers,~~net ~~glass~~sales ~~and~~that ~~glass~~are ~~container~~domestic ~~manufacturers,~~and ~~aerospace~~international ~~manufacturers~~during ~~and~~the ~~manufacturers~~three ofmost ~~biomedical~~recent ~~implantation~~fiscal ~~devices~~years.

~~Below is a table showing the percentage of our net sales to top customers and the percentage of our net sales that are international during the three most recent fiscal years.~~8

	2024	2023	2022
Percentage of net sales to top customers:
TSMC	16%	11%	12%
Remaining top ten customers	32%	32%	31%
Total top ten customers	48%	43%	43%
Percentage of net sales by market:
Domestic/U.S.	21%	25%	24%
Foreign/International	79%	75%	76%

We may enter into supply agreements with our customers. These agreements typically do not contain any long-term purchase commitments. Instead, we work closely with our customers to develop non-binding forecasts of the future volume of orders. However, customers may cancel their orders, change production quantities from forecasted volumes or delay production for reasons beyond our control.

SALES, MARKETING AND SUPPORT

We sell our products worldwide, primarily through our direct sales force and strategic independent distributors located in all major semiconductor markets. We also use independent distributors in other market territories and for specific market segments. As of December 31, 2024, our sales and marketing force consisted of approximately 800 employees worldwide.

Our unique capabilities and long-standing industry relationships have provided us with the opportunity for significant collaboration with our customers at the product design stage, which has facilitated our ability to introduce new materials and new solutions that meet our customers’ needs. We continuously seek to identify and address challenges our customers may have with choice, selection and integration of materials and risk of contamination in their processes that may be addressed by our solutions. Our sales representatives provide our customers with worldwide technical support and information about our solutions.

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We believe that our technical and application support services are important to our sales and marketing efforts. These services include assisting in defining a customer’s needs, evaluating alternative products and materials, designing a specific system to perform the desired operation, training users and assisting customers in compliance with relevant government regulations. Additionally, our field application engineers, located in major markets we serve, work directly with our customers on product qualification and process improvements in their facilities. We maintain a network of service centers, applications laboratories and technology centers located in key markets internationally and in the U.S. to support our products and our customers with their advanced development needs, provide local technical service and application support and help ensure fast turnaround time.


	2025	2024	2023
Percentage of net sales to top customers:
Taiwan Semiconductor Manufacturing Company (TSMC)	16%	16%	11%
Remaining top ten customers	34%	32%	32%
Total top ten customers	50%	48%	43%

Percentage of net sales by market:
Domestic/U.S.	18%	21%	25%
Foreign/International	82%	79%	75%

We may enter into supply agreements with our customers, though these agreements typically do not include long-term purchase commitments. Instead, we work closely with our customers to develop non-binding order forecasts, though our customers may cancel orders, adjust quantities, or delay for reasons beyond our control.

SALES, MARKETING AND SUPPORT

We sell our products through our direct sales force and through strategic independent distributors in all major semiconductor markets. As of December 31, 2025, our sales and marketing force consisted of approximately 700 employees worldwide.

Our unique technical capabilities and long-standing customer relationships enable early collaboration with our customers at the product design stage, helping us develop new materials and solutions that address customer challenges, including material selection, integration and contamination risk. Our sales representatives provide global technical support.

We believe that our technical and application support services are important to our sales and marketing efforts, including needs assessments, product and material evaluations, system design, user training and regulatory compliance assistance. Additionally, our field application engineers in the major markets we serve work directly with our customers on product qualification and process improvements. We maintain a network of service centers, applications laboratories and technology centers in key U.S. and international markets to support our products and our customers with their advanced development needs, provide local technical service and application support and ensure fast turnaround.

COMPETITION

The market for our products and solutions is highly competitive. While price is an important factor, we compete primarily on the basis of the following factors:


technical expertise;			time to solution;
product quality and performance;			complementary solutions;
advanced manufacturing capabilities;			supply chain resiliency;
total cost of ownership;			breadth of geographic presence;
historical customer relationships;			customer collaboration, service and support; and
breadth of product offerings;			after-sales service.

We believe ~~that~~ we compete favorably ~~with~~based ~~respect~~on tothese ~~the~~ factors ~~listed above~~. We believe that our key competitive strengths include our broad product offerings, our strong ~~research~~ER&D ~~and development~~ infrastructure ~~and investment~~, our manufacturing excellence, our ~~advanced~~ quality control systems, ~~the~~ low total cost of ownership of our products, our ~~willingness~~close tocollaboration ~~closely~~on ~~collaborate~~customer ~~with our customers to create~~ technical roadmaps ~~aligned with their short-~~ and ~~long-term strategies,~~ our ~~ability~~deep ~~to co-optimize our products and our~~ applications expertise in semiconductor manufacturing processes. However, our competitive position varies ~~depending~~by ~~on the~~ market segment and specific product ~~areas within these segments~~area. While we have longstanding relationships with a number of semiconductor and other electronic device manufacturers, we still face significant competition from companies that also have longstanding relationships with other semiconductor and electronic device manufacturers and, as a result, have been able to have their products specified by those customers for use in their fabrication facilities.

The competitive landscape is varied, ranging from business segments within large multinational companies to small regional or regionally-focused companies. While product quality and technology remain critical, industry trends indicate a shift to localized, cost-competitive and consolidated supply chains. Because of the unique breadth of our capabilities, we believe that there are no global competitors that compete with us across the full range of our product offerings.

Notable competitors with respect to our reporting segments include:

Advanced Purity Solutions Materials Solutions Pall Corporation (part of Danaher Corporation) EMD Performance Materials division of Merck KGaA Shin-Etsu Polymer Co. Ltd. Electronics & Industrial division of DuPont de Nemours, Inc. Cobetter Filtration Electronics Advanced Materials division of Air Liquide Gudeng Precision Industrial Linde plc Aicello Corporation Anji Microelectronics (Shanghai) Co., Ltd Mersen9

ENGINEERING, RESEARCH AND DEVELOPMENT

We believe that technology is important to the success of our businesses. We plan to continue to devote significant resources to ER&D, balancing efforts between shorter-term market needs and longer-term investments. As of December 31, 2024, we had approximately 1,400 employees in ER&D. We have supplemented and may continue to supplement our internal research and development efforts by licensing technology from third parties and/or acquiring rights with respect to products incorporating externally owned technologies. Our ER&D expenses consist of personnel and other direct and indirect costs for internally funded project development, including the use of outside service providers.

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Advanced Purity Solutions			Materials Solutions
Pall Corporation (part of Danaher Corporation)			EMD Performance Materials division of Merck KGaA
Shin-Etsu Polymer Co. Ltd.			Qnity Electronics, Inc.
Cobetter Filtration			Electronics Advanced Materials division of Air Liquide
Gudeng Precision Industrial			Linde plc
Aicello Corporation			Anji Microelectronics (Shanghai) Co., Ltd
			Mersen

ENGINEERING, RESEARCH AND DEVELOPMENT

We believe that technology is critical to our success. We plan to continue to invest significantly in ER&D, balancing short-term market needs with longer-term initiatives. As of December 31, 2025, we had approximately 1,600 employees in ER&D. We supplement internal efforts by licensing third-party technology and acquiring rights to products with externally owned technologies. ER&D expenses include personnel costs, direct and indirect project development costs and outside service providers.

We believe we have a rich pipeline of development projects. Our ER&D efforts focus on developing and improving our technology platforms for semiconductor and advanced processing applications and identifying and developing products for new applications, often working directly with our customers to address their particular needs.

We have ER&D capabilities in many locations where our customers operate, including Taiwan, South Korea, the U.S., Japan, Canada, China, Singapore and Malaysia. WeUsing ~~use~~ sophisticated methodologies, towe research, develop and characterize our materials and products. ~~Our capabilities~~ to ~~test~~reduce ~~and characterize our materials and products are focused on continuously reducing~~ risks ~~and threats~~ to the integrity of ~~the~~ critical materials that our customers use in their manufacturing processes.

In addition, we collaborate with leading universities and industry consortia,—including ~~such as~~ Stanford ~~University~~, Yale ~~University~~, ~~the Massachusetts Institute of Technology (~~MIT), University of Illinois (Champaign Urbana), SUNY Albany, the Fraunhofer Institute, ~~the Interuniversity Microelectronics Center (~~imec®) and CEA-LETI~~. We undertake this work~~ —to extend ~~the reach of~~ our ~~internal~~ ER&D reach and ~~to gain~~ access ~~to leading~~ ideas and concepts beyond the time horizon of our internal development activities.

PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS

As of December 31, ~~2024~~2025, we owned approximately 4,~~500~~400 active patents worldwide, of which about ~~800~~850 were U.S. patents. Additionally, we owned about 2,~~300~~400 pending patent applications globally. We ~~also license certain patents owned by third parties. We~~ rely on a combination of patent, copyright, trademark and trade secret laws and license agreements to establish and protect our proprietary rights., Weand we seek to refresh our intellectual property on an ongoing basis through continued innovation. We also license, and expect to continue to license, certain patents and technology ~~used~~from third parties for use in the manufacture and distribution of our products; ~~from third parties. However~~however, we do not consider any particular Company patent or third-party license to be material to our business.

We vigorously protect and defend our intellectual property. We require each of our employees, including our executive officers, to enter into agreements ~~with us pursuant~~ to ~~which the employee agrees to~~ keep our proprietary information confidential and to assign to us inventions made during the course of employment. We also require outside scientific collaborators, sponsored researchers and other advisors and consultants who ~~are~~receive ~~provided~~ confidential information to execute confidentiality agreements with us. These agreements generally provide that all confidential information developed or ~~made~~disclosed ~~known to the entity or individual~~ during the course of the ~~entity’s or individual’s~~ relationship with the Company iswill tonot be ~~kept confidential and not~~ disclosed to third parties except in specific limited circumstances.

MANUFACTURING

Our customers rely on our solutions to ensure the integrity of ~~the~~ critical materials ~~used~~ in their manufacturing processes. byOur ~~providing~~solutions provide purity, cleanliness, consistent performance, dimensional precision and stability. Our ability to meet ~~our~~customer ~~customers’~~ expectations, combined with our substantial investments in worldwide manufacturing capacity and comprehensive supply chain strategy, positions us well to respond to ~~the~~ increasing demands ~~from our customers~~ for yield-enhancing materials and solutions.

To meet our customers’ needs worldwide, we have established an extensive global manufacturing network with facilities in the U.S., Canada, China, Japan, Malaysia, Singapore, South Korea and Taiwan. ~~Because~~Given wethe ~~work~~critical inimportance anof ~~industry where~~ contamination control isin ~~paramount~~our industry, we maintain Class 100 to Class 10,000 cleanrooms for manufacturing and assembly. WeOur ~~believe that our~~ worldwide advanced manufacturing capabilities, which we believe are important competitive advantages., ~~These~~ include:

engineered polymer conversion and processing; specialty coating capabilities; advanced membrane modification and cleaning; solids and powders compounding and handling; chemical formulation, blending, synthesis and purification; graphite synthesis; gas delivery systems; blow molding; high-purity gas handling and transfilling; rotational molding; high-purity materials packaging; machining; and membrane casting; assembly. cartridge manufacturing and assembly;10

We have made significant investments in systems and equipment to create innovative products and tool designs, including metrology and 3D printing capabilities for rapid analysis and prototype production. In addition, we use contract manufacturers for certain of our products both in the U.S. and Asia.

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engineered polymer conversion and processing;			specialty coating capabilities;
advanced membrane modification and cleaning;			solids and powders compounding and handling;
chemical formulation, blending, synthesis and purification;			graphite synthesis;
gas delivery systems;			blow molding;
high-purity gas handling and transfilling;			rotational molding;
high-purity materials packaging;			machining; and
membrane casting;			assembly.
cartridge manufacturing and assembly;

We have invested significantly in systems and equipment to create innovative products and tool designs, including metrology and 3D printing capabilities for rapid analysis and prototype production. We also use contract manufacturers for certain products in both the U.S. and Asia.

RAW MATERIALS

Our products are made from a wide variety of raw materials that are generally available from multiple sources of supply., ~~Our~~and our strategy is to secure ~~various~~diverse sources ~~of different raw materials, as appropriate,~~ to enable the desired performance of our products, and monitor those sources as necessary to provide supply assurance. ~~While~~However, wecertain ~~seek to have several sources of supply for~~ raw materials, ~~certain~~and ~~materials included in our products,~~ components—such as certain filtration membranes and polymer resins in our APS segment and certain engineered abrasive particles, specialty and commodity chemicals and petroleum coke in our MS segment, —are obtained from a single source, a limited group of suppliers or from suppliers in a single country. We have entered into multi-year supply agreements with certain suppliers for the purchase of raw materials in the interests of supply assurance and cost control.

GOVERNMENTAL REGULATION

Our operations are subject to federal, state and local regulatory requirements relating to export controls, environmental, waste management and health and safety matters,. ~~including~~These include measures ~~relating~~governing to the release, use, storage, treatment, transportation, discharge, disposal and remediation of contaminants, hazardous substances and wastes, as well as practices and procedures applicable to ~~the~~plant construction and operation ~~of our plants~~. Although some risk of costs and liabilities ~~related to these matters~~ is inherent in our business, we believe ~~that~~we ~~our~~operate ~~business is operated~~ in substantial compliance with applicable regulations. However, new, ~~modified~~ or more stringent requirements or enforcement policies could be adopted, which could adversely affect us. ~~While~~We we expect ~~that~~ capital expenditures will be necessary to ~~ensure~~maintain ~~that our manufacturing facilities remain in~~ compliance with environmental and health and safety laws, but we do not expect these expenditures to be material.

See “Item 1A. Risk Factors” for a more detailed description of the regulatory risks we face.

HUMAN CAPITAL RESOURCES

WeOur ~~believe that our~~ employees are a critical ~~asset~~to in achieving our mission of helping ~~our~~ customers improve their productivity, performance and technology by providing enhanced materials and process solutions for the most advanced manufacturing environments. InTo ~~order to~~ attract and retain top talent, we are focused on creating a diverse, inclusive and safe workplace. Wewith ~~are committed to providing~~ competitive total rewards and quality development and training opportunities ~~for our employees~~.

As of December 31, ~~2024~~2025, we had approximately 87,~~200~~700 employees, of whom approximately 5351%, 15%, 1011%, 89%, 7%, 5% and 2% are located in North America, Southeast Asia, Taiwan, Japan, South Korea, China and Europe, respectively. Given the variability of business cycles in the semiconductor industry and the rapid response time required by our customers, ~~it is critical that~~ we must be able to quickly adjust the size of our production staff to meet ~~our~~customer ~~customers’~~ demands and maximize efficiency, ~~and~~using ~~we use~~ skilled temporary labor when ~~possible~~appropriate. None of our employees are represented by a labor union or covered by a collective bargaining agreement other than statutorily-mandated programs in certain international jurisdictions. We believe that our labor relations have generally been good.

Culture. Our organization is built around what we refer to as our PACE values: our core values of treating people with respect and dignity, acting honestly and consistently, encouraging creativity and innovation and a dedication to excellence. WeThese ~~believe that by continuing to focus on these~~ values, wefoster ~~provide our employees with~~ a positive work environment that allows ~~them~~employees to develop professionally and encourages ~~them~~continued ~~to continue innovating~~innovation.

We regularly conduct surveys of our employees to understand their perspectives on a number of topics. During 2024, these topics included commitment to Entegris’ core values, safety and general employee satisfaction. Management uses the information gathered from these surveys to inform its decision making with respect to employee matters, aiming to continue to be an employer of choice. 11

We believe that maintaining a culture of diverse perspectives, experiences and backgrounds helps enable us to innovate more effectively and perform better overall. To that end, we seek to promote diverse backgrounds and perspectives throughout our organization and strive to provide fair and equal opportunity for career development and advancement to all our employees. An example of this commitment is our Employee Network groups, which are designed to focus on personal development and career empowerment and to foster a culture of inclusive collaboration.

Health and Safety. Our success depends on the well-being of our employees. We maintain a culture with an intense focus on safety and strive to identify, eliminate and control risk in the workplace in an effort to prevent injury and illness. Our employees have access to a global safety management system and are encouraged to report incidents, near misses or other observations in

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~~the~~We ~~system~~regularly conduct employee surveys to understand their perspectives. During 2025, topics included commitment to Entegris’ core values, safety and general employee satisfaction. Management uses ~~the~~this information ~~generated~~to byinform ~~the~~decision-making ~~system~~on toemployee ~~set~~matters, ~~safety-related~~aiming ~~policies~~to ~~and~~continue to ~~set~~be ~~goals~~an ~~for~~employer ~~future~~of ~~performance~~choice.

We ~~also~~believe ~~design~~that ~~our~~maintaining ~~products~~a ~~with~~culture ~~the~~of ~~safety~~diverse ofperspectives, ~~the~~experiences ~~people~~and ~~who~~backgrounds ~~are~~enables ~~using~~us ~~them~~to ininnovate ~~mind.~~more ~~Our~~effectively ~~Safe~~and ~~Delivery~~perform ~~Source~~better ~~products~~overall. ~~are~~To ~~designed~~that toend, ~~minimize~~we ~~potential~~seek ~~leaks~~to ~~during~~promote ~~transportation~~diverse backgrounds and ~~use~~perspectives ofthroughout ~~hazardous~~our ~~gases,~~organization ~~features~~and ~~which~~strive to provide ~~significant~~fair ~~safety, environmental~~ and ~~productivity~~equal ~~benefits~~opportunity ~~over~~for ~~traditional~~career ~~high-pressure~~development ~~cylinders.~~and Inadvancement ~~addition,~~to all our ~~fluid-handling~~employees. ~~products,~~An ~~such~~example asof ~~tubing,~~this ~~valve,~~commitment ~~fittings~~is ~~and~~our ~~drum~~Employee ~~products~~Network groups, ~~are~~which ~~used~~focus toon ~~safely~~personal ~~store,~~development ~~transport~~ and ~~dispense~~career ~~volatile~~empowerment and ~~dangerous~~foster ~~chemistries,~~a ~~protecting~~culture ~~those~~of ~~who~~inclusive ~~work with them~~collaboration.

~~Total~~Health ~~Rewards~~and Safety. Our ~~total~~success ~~rewards~~depends ~~program~~on ~~is designed to be attractive and competitive and to enable our employees to reach their highest potential by directly impacting their financial security, career growth opportunities, and~~ the ~~health and~~ well-being of ~~them~~our ~~and their families~~employees. We ~~seek~~maintain ~~to attract and retain talented employees by providing~~ a ~~compelling~~culture ~~total~~with ~~rewards~~an ~~package~~intense ~~consisting~~focus ofon ~~competitive~~safety ~~pay,~~and ~~health~~strive ~~and~~to ~~welfare~~identify, ~~work-life~~eliminate ~~benefits~~ and ~~financial~~control ~~wellness~~workplace ~~programs.~~risk Weto ~~design~~prevent ~~our~~injury ~~programs with the core belief that our employees are at their best when they prioritize their emotional~~ and ~~physical health~~illness. WeOur ~~review and assess these programs annually. Examples of our benefits include a Global Employee Support Program through which our~~ employees ~~and their families~~ have access to ~~resources~~a inglobal ~~support~~safety ofmanagement ~~their~~system ~~mental~~ and ~~emotional~~are ~~well-being~~encouraged ~~and~~to ~~our~~report ~~Employee Education Assistance Program~~incidents, ~~which~~near ismisses ~~designed~~or toother ~~encourage our employees to continue their education in courses that will help them advance their career at Entegris~~observations. WeManagement ~~also~~uses ~~recently~~this ~~implemented~~information ~~a new global Rewards and Recognition program that aims~~ to ~~recognize~~set ~~and~~safety-related ~~reward~~policies ~~the outstanding achievement of individuals within the Company, reinforcing our corporate values, culture~~ and ~~acknowledging~~goals ~~the~~for ~~outstanding~~future performance~~, exceptional efforts and achievements that earn tangible and specific business results~~.

~~Talent Development and Training.~~ We ~~are~~also ~~committed~~design ~~to the ongoing training and development of~~ our ~~employees.~~products Wewith ~~foster an on~~end-~~the-job~~user ~~training~~safety ~~and development culture by investing~~ in ~~rotational development programs in operations, supply chain, and engineering~~mind. WeOur ~~are~~SDS ~~continuously~~products ~~expanding and delivering technical and leadership training for internal talent through our Entegris Great Leader Profile, Management Achievement, and Supervisor Training programs that~~ are ~~aimed~~designed atto ~~advancing~~minimize ~~leadership~~potential ~~and~~leaks ~~management~~during ~~skills~~transportation ~~for current~~ and ~~future~~use ~~career~~of ~~growth.~~hazardous ~~Employees~~gases, ~~are~~providing ~~provided~~significant ~~feedback~~safety, ~~and~~environmental ~~continuous development discussions through formal~~ and ~~informal~~productivity ~~review~~benefits ~~sessions~~over ~~throughout~~traditional ~~the~~high-pressure ~~year~~cylinders. ~~While~~Our wefluid-handling ~~continue~~products, tosuch ~~search~~as ~~for~~tubing, ~~new~~valve, ~~perspectives~~fittings and ~~insights~~drum ~~with external hires~~products, weare ~~also~~used ~~seek~~ to ~~provide~~safely ~~opportunities~~store, ~~for~~transport ~~our~~and ~~employees~~dispense tovolatile ~~grow their careers at the Company~~ and ~~regularly~~dangerous ~~fill open vacancies with internal candidates. In addition~~chemistries, ~~management~~protecting ~~systematically~~those ~~assesses~~who ~~succession~~work ~~planning~~with ~~for certain key positions and reviews our workforce to identify high potential employees for future growth and development~~them.

~~Oversight~~Total Rewards. Our ~~Board~~total ofrewards ~~Directors,~~program ~~through~~is ~~the~~designed ~~Management~~to ~~Development~~attract and ~~Compensation~~retain ~~Committee,~~talented ~~provides~~employees ~~oversight~~through oncompetitive ~~human~~pay, ~~capital~~health ~~matters~~and ~~through~~welfare, awork-life ~~variety~~benefits ~~of methods~~ and ~~processes.~~financial ~~These~~wellness ~~include~~programs ~~receiving~~that ~~regular~~support ~~updates~~our ~~from~~employees ~~our~~and ~~Senior~~their ~~Vice~~families. ~~President,~~We ~~Global~~design ~~Human~~our ~~Resources,~~programs ~~and~~with ~~facilitating~~the ~~discussion~~core ~~related~~belief tothat ~~human~~our ~~capital~~employees ~~management~~are ~~efforts~~at ~~and~~their ~~other~~best ~~initiatives~~when ~~impacting~~they ~~the~~prioritize ~~workforce,~~their ~~health~~emotional and ~~safety~~physical ~~matters~~health, ~~employee~~and ~~survey~~we ~~results,~~review ~~hiring~~ and ~~retention,~~assess ~~employee~~these ~~demographics,~~programs ~~labor~~annually. ~~relations,~~Examples ~~compensation~~of ~~and~~our benefits, ~~succession~~include ~~planning~~a ~~and~~Global ~~employee~~Employee ~~training~~Support ~~initiatives.~~Program, Wewhich ~~believe~~provides ~~the~~access ~~Board’s~~to ~~oversight~~mental ofand ~~these~~emotional ~~matters~~well-being ~~helps~~resources, ~~identify~~ and ~~mitigate~~our ~~exposure~~Employee toEducation ~~labor~~Assistance ~~and~~Program, ~~human~~which ~~capital~~supports ~~management~~continued ~~risks,~~education ~~and~~to isadvance ~~part~~careers ofat ~~the~~Entegris. ~~broader~~We ~~framework~~also ~~that~~have ~~guides~~a ~~how~~global weRewards ~~attract,~~and ~~retain~~Recognition ~~and~~program ~~develop~~that arecognizes ~~workforce~~outstanding individual achievement that ~~aligns~~earn ~~with~~tangible business results, reinforcing our corporate values and ~~strategies~~culture.

Talent Development and Training. We are committed to the ongoing training and development of our employees. We foster an on-the-job training and development culture by investing in rotational development programs in operations, supply chain, and engineering. We continuously expand technical and leadership training through our Entegris Great Leader Profile, Management Achievement, and Supervisor Training programs to advance leadership and management skills for career growth. Employees receive feedback and development discussions through formal and informal review sessions throughout the year. While we continue to search for new perspectives with external hires, we also provide opportunities for employees to grow their careers at the Company and regularly fill open vacancies with internal candidates. Management systematically assesses succession planning for key positions and identifies high potential employees for future growth and development.

Oversight. Our Board of Directors, through the Management Development and Compensation Committee, oversees human capital matters. This includes receiving regular updates from our Senior Vice President, Global Human Resources, and facilitating discussion on workforce initiatives, employee surveys, hiring and retention, demographics, labor relations, compensation and benefits, succession planning and training. The Board’s oversight helps identify and mitigate labor and human capital management risks, and is part of the broader framework that guides how we attract, retain and develop a workforce that aligns with our values and strategies.

For additional information on these important initiatives, see our annual corporate social responsibility report on our website at http://www.Entegris.com under “About Us - Corporate Social Responsibility.”

OUR HISTORY

Entegris has been helping customers solve critical materials challenges and enhance manufacturing yields for almost 60 years, tracing its corporate origins to Fluoroware, Inc., which began operating in 1966. The Company was incorporated in Delaware on March 17, 2005 inthrough ~~connection with~~ a merger ~~between~~of Entegris, Inc., a Minnesota corporation, and Mykrolis Corporation, a Delaware corporation. OnThe ~~April 30, 2014, the~~ Company subsequently acquired ATMI, based in Danbury, Connecticut., Onon ~~July~~April 630, ~~2022,~~2014 ~~the~~and ~~Company acquired~~ CMC Materials, based in Aurora, Illinois~~. Entegris has been helping its customers solve their critical materials challenges and enhance their manufacturing yields for over 55 years~~, ~~tracing~~on ~~its~~July ~~corporate origins back to Fluoroware~~6, ~~Inc~~2022.~~, which began operating in 1966.~~

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AVAILABLE INFORMATION

Our Internet address is www.entegris.com. On this website, under the “About Us-Investor Relations-Financial Information” section, we post the following filings as soon as reasonably practicable after they are electronically filed with, or furnished to, the U.S. Securities and Exchange Commission (“SEC”): our annual, quarterly, and current reports on Forms 10-K, 10-Q, and 8-K; our proxy statements; any amendments to those reports or statements, and Form SD. All such filings are available on our website free of charge. The SEC also maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The content on our website and any other website as referred to in this Annual Report on Form 10-K is not incorporated by reference into this Annual Report on Form 10-K unless expressly noted.

Item 1A. Risk Factors.

In addition to the other information in this Annual Report on Form 10-K, the following risk factors should be carefully considered in evaluating us and our common stock. Any of the following risks, many of which are beyond our control, could materially and adversely affect our financial condition, results of operations or cash flows or cause our actual results to differ materially from those projected in any forward-looking statements. We may also face other risks and uncertainties that are not presently known, are not currently believed to be material or are not identified below because they are common to all businesses. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods. For more information, see “Cautionary Statements” in Item 7 of this Annual Report on Form 10-K.

Risk Factor Summary

Risks Related to Our Business and Industry

•Fluctuations in demand for semiconductors and volume of semiconductor manufacturing.

•Global economic uncertainty, including volatile financial markets, inflation, fluctuations in interest rates, economic recessions, and national debt and bank failures.

•Variability of revenues and operating results.

•Supply chain risks, including partial reliance on sole, single or limited source suppliers.

•Challenges inherent in operating a global business, including managing complex political, legal, regulatory, and operational environments across the jurisdictions in which the Company operates.

•Regional and global instabilities and hostilities, including the ongoing conflicts between Ukraine and Russia, and between Israel and Hamas.

•The impact of export controls, economic sanctions and other similar restrictions.

•Customer concentration.

•~~Continuing~~The need for continuing innovation and introduction of new products.

•Risks related to competition.

•Manufacturing interruptions or delays and other operational disruptions.

•Information technology (“IT”) system failures, network disruptions, data breaches, and other cybersecurity threats.

•The impact of tariffs and a volatile trade environment.

•The use of hazardous materials in our operations.

•The impact of tariffs, additional taxes, and other protectionist measures.

•Goodwill impairment.

•Loss of key employees.

•Our ability to obtain, protect, and enforce intellectual property rights.

•Our use, and our competitors’ use, of AI

•Environmental, social, and governance commitments.

Risks Related to Government Regulation

•The impact of being subject to numerous rapidly evolving environmental laws and regulations across many jurisdictions.

•Risks related to the regulatory environment, including compliance costs and being subject to potentially inconsistent or conflicting regulations.

•Changes in taxation or adverse tax rulings.

•The impact of government incentives, including added operational complexity and competition.

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Risks Related to Our Indebtedness

•The impact of our indebtedness, including our ability to obtain future financing.

•Risks related to our ability to generate sufficient cash to service our indebtedness.

•Restrictions on our operations as a result of the terms of the Amended Credit Agreement (as defined below) and the Indentures (as defined below).

Risks Related to Owning ~~our~~Our Common Stock

•The volatility of the price of our common stock.

•Changes in capital allocation strategy.

•Provisions in our charter documents and Delaware law may delay or prevent us from being acquired.

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General Risks

•Significant competition.

•Our ability to successfully acquire or integrate other businesses, form joint ventures, or divest businesses.

•The impact of climate change, including changes in market dynamics and stakeholder expectations, and unexpected operational disruptions.

Risks Related to Our Business and Industry

Our revenue is primarily dependent upon demand from the global semiconductor ecosystem. ~~and~~Fluctuations ~~fluctuations~~ in demand, ~~for~~whether ~~semiconductors~~from ~~and~~industry ~~the~~cyclicality, ~~overall~~changes ~~volume~~in ofconsumer ~~semiconductor~~spending, ~~manufacturing~~macroeconomic ~~may~~conditions, ~~decrease~~or ~~demand~~other ~~for~~factors, may cause our ~~products~~revenues and ~~may~~operating results to vary significantly, which could adversely affect our business.

Our revenue is primarily dependent upon demand from the global semiconductor ecosystem. The semiconductor industry has historically been, and is likely to continue to be, cyclical with periodic downturns, resulting in decreased demand for our products, which has negatively impacted our results of operations in the past and could do so again in the future. Our ~~Factors~~revenues ~~that~~and ~~may~~operating ~~negatively~~results ~~impact~~may ~~the~~fluctuate ~~demand~~significantly ~~for~~from ~~our solutions include, but are not limited~~ quarter-to,-quarter ~~decreased consumer spending; macroeconomic uncertainty; slow~~ or ~~negative~~year-to-year ~~economic~~due ~~growth;~~to ~~customer~~a ~~inventory~~number ~~corrections; demand trends for different types~~ of ~~electronic devices such as logic versus memory integrated circuit devices~~factors, ormany ~~digital~~of ~~versus analog IC devices; the various technology nodes at~~ which ~~those products~~ are ~~manufactured;~~outside ~~customers’ rate of use of~~ our ~~consumables~~control. ~~products;~~A ~~customers’~~lower ~~device~~volume ~~architectures~~of ~~and~~sales ~~specific~~can ~~manufacturing~~have ~~processes;~~a ~~the~~large ~~short order to delivery time for our products; quarter-to-quarter changes in customer order patterns; market share~~ and ~~competitive~~disproportionate ~~losses;~~impact ~~and~~on ~~pricing changes by us and~~ our ~~competitors.~~profitability ~~Furthermore,~~because ~~our~~some ~~limited visibility~~ of ~~future~~our ~~customer~~expenses ~~orders~~are ~~makes~~fixed itin ~~difficult~~the ~~for~~short ~~us to predict industry trends~~term.

~~During~~Factors ~~downturns~~that in the semiconductor industry, which can occur suddenly, we typically experience greater pricing pressure and shifts in product and customer mix, which can adversely affect our gross margin and net income. The semiconductor industry is also affected by seasonal shifts in demand, and as a result, we have in the past and may ~~experience~~negatively inimpact the ~~future~~demand ~~short-term~~for ~~fluctuation in~~ our ~~results~~solutions ~~of operations from one period to the next. We are unable to predict the timing, duration~~ or ~~severity~~cause ofour ~~any~~financial ~~current~~results ~~or future downturns in the semiconductor industry. Furthermore, the semiconductor industry is subject~~ to ~~rapid~~fluctuate ~~advancements~~unpredictably ~~and demand for new and emerging technologies~~include, ~~such~~but ~~as artificial intelligence. If we do not have, or~~ are ~~unable to develop, products and solutions that are utilized to manufacture semiconductors that enable new end-user demand trends, we may~~ not belimited ~~able~~ to ~~grow our revenue as fast as anticipated and our results of operations may be impacted.~~:

~~Global~~•decreased consumer spending or changes in purchasing habits related to (1) macroeconomic uncertainty, market conditions, slow or negative economic growth or uncertainty ~~may~~about ~~materially~~economic and ~~adversely~~other ~~affect~~policies; ~~our~~or ~~business~~(2) geopolitical instability, ~~financial~~including ~~condition~~the ~~and~~Russian ~~results~~invasion of ~~operations.~~Ukraine and conflicts in the Middle East;

~~Uncertain~~•trends ~~and~~in ~~volatile~~the ~~economic~~semiconductor ~~conditions,~~industry ~~including uncertain~~ and ~~volatile~~demand ~~financial~~trends ~~markets,~~for ~~inflation,~~different ~~fluctuating~~types ~~interest~~of ~~rates,~~electronic ~~economic~~devices ~~slowdowns~~such ~~and/or~~as ~~recessions,~~logic ~~national~~versus ~~debt~~memory ~~and~~integrated ~~bank~~circuit ~~failures~~(“IC”) devices, ~~could~~or ~~materially~~digital ~~and~~versus ~~adversely~~analog ~~impact~~IC ~~our~~devices, ~~operating results. Such uncertain~~ and ~~volatile~~the ~~conditions~~various intechnology ~~any~~nodes ofat ~~our key sales or manufacturing regions can cause or exacerbate negative trends in business and consumer spending,~~ which, inthose ~~turn, have historically had a negative impact on customer demand for our~~ products ~~and~~are ~~costs of manufacturing and delivering our products.~~ manufactured;

~~These~~•customer ~~uncertain~~considerations, which may impact their future purchasing decisions, including (1) the size and ~~volatile~~timing ~~economic~~of ~~conditions~~customer ~~can~~orders; ~~cause~~(2) ~~material~~customers’ ~~adverse~~decisions ~~changes~~to inaccelerate, decelerate or delay shipments; (3) customer inventory management and corrections; (4) customers’ rate of use and replacement of our ~~results~~consumable products; (5) customers’ decisions to delay expansion projects; (6) customers’ device architectures and specific manufacturing processes; (7) consolidation of ~~operations~~our customers; and ~~financial~~(8) ~~condition,~~the ~~including:~~relative success of our customers vis-à-vis each other;

•athe ~~decline~~short inorder-to-delivery ~~demand~~time for our products,; ~~which~~market ~~would~~share ~~have~~and ancompetitive ~~immediate~~losses; and ~~potentially~~pricing ~~long-lasting~~changes ~~negative~~by ~~impact~~us onand our ~~revenues~~competitors;

•anlegal, ~~increase~~tax, accounting or regulatory changes (including changes in ~~reserves~~import/export ~~for~~regulations ~~accounts~~and ~~receivable~~tariffs, ~~due~~such toas ~~our~~regulations ~~customers’~~imposed ~~inability~~by the U.S. government restricting exports to ~~pay~~China usor regulations imposed by other countries restricting the export of certain materials or the re-export of products containing such materials, or potential additional tariffs on imports, and tariffs imposed by other countries) or changes in the interpretation or enforcement of existing requirements;

16•procurement shortages and related increased prices, and the failure of suppliers to perform their obligations;

•changes in our capital expenditure requirements to meet demand for our solutions, and the schedule and timing, including potential delays, thereof;

•unanticipated manufacturing difficulties;

•changes in average selling prices, customer mix and product mix;

•our ability to develop, introduce and market new, enhanced and competitive products in a timely and cost-effective manner;

•our competitors’ introduction of new products;

•disruptions in transportation, communication, demand, IT or supply resulting from factors outside of our control, including strikes, acts of God, wars, terrorist activities, international conflict and natural or man-made disasters; and

•foreign currency exchange rate fluctuations.

During downturns in the semiconductor industry, which can occur suddenly, we typically experience greater pricing pressure and shifts in product and customer mix, which can adversely affect our gross margin and net income. The semiconductor industry is also affected by seasonal shifts in demand, and as a result, we have in the past experienced and may experience in the future short-term fluctuation in our results of operations from one period to the next. We are unable to predict the timing, duration or severity of any current or future downturns in the semiconductor industry and cost control or other measures we implement to maintain profitability during such downturns or periods of limited growth may constrain or limit our ability to capitalize on subsequent industry recoveries.

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Furthermore, the semiconductor industry is subject to rapid advancements and demand for new and emerging technologies, such as AI. If we do not have, or are unable to develop, products and solutions that are utilized to manufacture semiconductors that enable new end-user demand trends, we may not be able to grow our revenue as fast as anticipated and our results of operations may be impacted. Furthermore, our performance is dependent, in large part, on our exposure to certain market trends and the growth of certain segments of the semiconductor ecosystem. For example, we have less exposure to the market for back-end assembly and testing. If certain markets in which we have limited or no exposure grow more rapidly than the markets we serve, our growth relative to our competitors may lag.

To remain competitive in the semiconductor industry, we have in the past, and will likely in the future, maintain or increase our ER&D activity and invest in our infrastructure, even during downturns and periods of slower demand. Additionally, if we do not, or are unable to, adequately anticipate changes in our business environment, we may lack the infrastructure, manufacturing capacity and resources to scale up our business to meet customer expectations and compete successfully during a period of growth. Conversely, we may expand our capacity too rapidly, resulting in excess fixed costs and lower profitability.

As a result of global economic uncertainty, we may experience reduced demand for our products, increased costs, challenges in forecasting our operating results and identifying and prioritizing business risks, and other negative effects, any of which may materially and adversely affect our business, financial condition and results of operations.

Uncertain and volatile economic conditions, including financial market instability, inflation and increased costs, trade wars, fluctuating interest rates, economic slowdowns and/or recessions, difficulties in obtaining capital, and national debt and bank failures, could materially and adversely impact our operating results. Such conditions, particularly if present in any of our key sales or manufacturing regions, can cause or exacerbate negative trends in business and consumer spending, which, in turn, historically have increased our manufacturing and delivery costs and reduced customer demand for our products (and may do so in the future). We may also face a number of other negative effects related to global economic uncertainty, including.

•an increase in reserves for accounts receivable due to our customers’ inability to pay us;

•lower utilization of our manufacturing facilities, which could lead to lower margins;

•an increase in write-offs for excess or obsolete inventory that we cannot sell;

•potential impairment charges relating to goodwill, intangible assets, manufacturing equipment or other long-lived assets, to the extent that any downturn indicates that the carrying amount of the asset may not be recoverable;

•~~limiting~~an ~~our~~inability of suppliers’ ~~ability~~ to deliver parts and raw materials, which would negatively affect our ability to manage operations, manage our costs and sell our products;

•consolidation or strategic alliances among other suppliers to semiconductor manufacturers, which could adversely affect our ability to compete effectively;

•greater challenges in forecasting operating results, making business decisions and identifying and prioritizing business risks;

•a need to undertake additional cost reduction efforts, including additional restructuring activities, which may adversely affect our ability to capitalize on opportunities; and

•limitations on our ability to access cash maintained in our bank accounts as a result of bank failures, which could affect our ability to manage our operations.

Our revenues and operating results have fluctuated in the past and may do so in the future, which could impact our stock price.

Our revenues and operating results may fluctuate significantly from quarter-to-quarter or year-to-year due to a number of factors, many of which are outside our control. A lower volume of sales can have a large and disproportionate impact on our profitability. For example, to remain competitive in the semiconductor industry, we have in the past, and will likely in the future, maintain or increase our ER&D activity and invest in our infrastructure, even during downturns and periods of slower demand. Additionally, if we do not, or are unable to, adequately anticipate changes in our business environment, we may lack the infrastructure, manufacturing capacity and resources to scale up our business to meet customer expectations and compete successfully during a period of growth. Conversely, we may expand our capacity too rapidly, resulting in excess fixed costs and lower profitability. Because some of our expenses are fixed in the short term, a change in the timing of revenue or the amount of profit we generate from a small number of transactions can unfavorably affect operating results in a particular period. Factors that may cause our financial results to fluctuate unpredictably include:

•legal, tax, accounting or regulatory changes (including changes in import/export regulations and tariffs, such as regulations imposed by the U.S. government restricting exports to China) or changes in the interpretation or enforcement of existing requirements;

•trends in the semiconductor industry, macroeconomic and market conditions and geopolitical uncertainty, including impacts caused by the Russian invasion of Ukraine, the war between Israel and Hamas, conflict and resulting political instability in the Middle East or bank failures;

•customer considerations, including the size and timing of customer orders, customers’ decisions to accelerate, decelerate or delay shipments, customers’ decisions on how to manage their inventory, customers’ rate of replacement of our consumable products or their decisions to delay expansion projects, and the consolidation of our customers, which may impact their future purchasing decisions;

•procurement shortages, increased prices, the failure of suppliers to perform their obligations and additional expenses we may incur to respond promptly to mitigate any supply shortages or other supplier problems;

•changes in our capital expenditure requirements, such as our new facilities in Taiwan and Colorado, and the schedule and timing, including potential delays, thereof;

•unanticipated manufacturing difficulties;

•changes in average selling prices, customer mix and product mix;

•our ability to develop, introduce and market new, enhanced and competitive products in a timely and cost-effective manner;

•our competitors’ introduction of new products;

•disruptions in transportation, communication, demand, information technology (“IT”) or supply resulting from factors outside of our control, including strikes, acts of God, wars, terrorist activities, international conflict and natural or man-made disasters; and

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•foreign currency exchange rate fluctuations.

Interruptions in our supply chain, including those from our sole, single and limited source suppliers, could affect our ability to manufacture our products and meet demand, which, in turn, could have an adverse effect on our revenue and results of operations.

Our ability to increase sales of our products depends in part upon our ability, in a very short timeframe, to ramp up our manufacturing capacity and to mobilize our supply chain. If we are unable to do so, our customers could obtain products from our competitors, which would reduce our market share, harm our reputation as a trusted partner and impact our results of operations. Ensuring a robust and resilient supply chain is critical for us to meet the demand, quality and technological requirements of our customers. We rely on the timely delivery of parts, materials and services, including components and subassemblies, from our suppliers and contract manufacturers.

The Company’s strategies to limit its reliance on single, sole or limited source suppliers and utilize alternative sources are not feasible or practical in all circumstances. For example, we rely on single, sole or limited source suppliers for certain raw materials that are critical to ~~the~~ manufacturing of our products, such as plastic polymers, filtration membranes, abrasive particles, petroleum coke and other materials. If we were to lose any ~~one~~ of these ~~or other~~ critical sources, or there is as an industry-wide increase in demand for, or ~~the~~ discontinuation of, raw materials or ~~other~~ components used in our products, it could be difficult ~~for us,~~ or weimpossible ~~may be unable,~~ to find an alternative supplier, towhich ~~provide~~could ~~certain~~adversely ~~raw~~affect ~~materials~~our ~~and~~operations. ~~components~~In addition, inqualifying ~~which~~alternative ~~case~~suppliers ~~our~~or ~~operations~~materials ~~could~~(or relocating manufacturing) can be ~~adversely~~time-consuming ~~affected.~~ and costly due to customer qualification requirements, regulatory approvals,

Surge in demand for semiconductors and other factors outside of our control have resulted in, and may in the future result in, a shortage of raw materials and components needed to manufacture and deliver our products, higher raw materials costs, costly and time-consuming re-qualification of products manufactured with new raw materials and delays in, and unpredictability of, shipments due to transportation interruptions. These results could harm our reputation or the competitiveness of our products. Such shortages, delays and unpredictability have adversely impacted, and may impact in the future (1) our suppliers’ ability to meet our demand requirements, (2) our manufacturing operations, (3) our ability to meet customer demand, (4) our gross margins and (5) our other operating results. Our actions to counteract adverse impacts to our gross margins and other operating results could be unsuccessful or reduce demand, which would adversely impact our revenue. Additionally, our suppliers may not have the capacity to meet increases in our demand for raw materials and other components, in turn, making us unable to meet customer demand for our products. If our suppliers or sub-suppliers are unable to maintain their operations, due to operational restrictions or financial hardship caused by an economic slowdown or recession, we may increase our safety stocks of raw materials or components or alter our payment terms with such suppliers, including prepaying for raw materials, which could put downward pressure on our cash flow. 15

Further, increased restrictions imposed on a class of chemicals known as per- and polyfluoroalkyl substances (“PFAS”), which are used in a number of products, including parts and materials that are incorporated into our products, may negatively impact our supply chain due to the potentially decreased availability, or non-availability, of PFAS-containing products. Proposed regulations under consideration could require that we transition away from the usage of PFAS-containing products, which could adversely impact our business, operations, revenue, costs, and competitive position. Suitable replacements for PFAS-containing parts and materials may not be available at similar performance and costs, or at all.

Because a significant amount of our sales and manufacturing activity occurs outside the U.S., we are exposed to risks inherent in operating a global business.

Sales to customers outside the U.S. accounted for approximately 79%, 75% and 76% of our net sales in 2024, 2023 and 2022, respectively. We anticipate that international sales will continue to account for a majority of our net sales. In addition, a number of our key domestic customers derive a significant portion of their revenues from sales in international markets. We also develop and manufacture a significant portion of our products outside the U.S. and depend on international suppliers for many of our parts and raw materials. We intend to continue to maintain extensive sales, product development and manufacturing operations internationally, which are subject to a number of risks, uncertainties and potential costs that could adversely affect our revenue, profitability and reputation, including:

•changes and uncertainties with respect to trade and export regulations (including new and changing regulations for exports of certain technologies to China), trade policies and sanctions, tariffs, international trade disputes and any retaliatory measures, which impact countries in which we conduct significant business, which could (1) impose

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~~additional~~and ~~costs~~the ontechnical sensitivity of many of our ~~operations~~products. Disruptions to transportation routes, ports, air freight capacity, or regional infrastructure in Asia (2)including ~~limit~~in ~~our~~locations ~~ability~~where towe ~~operate~~or our ~~business~~suppliers ~~and~~manufacture (3or where key customers operate) ~~adversely~~could ~~impact~~further usdelay deliveries, ~~our~~increase ~~customers~~costs, or reduce our ~~suppliers;~~ability to serve customers.

~~•positions~~Several ~~taken~~factors byoutside ~~governments~~of our control, including, but not limited to, surges in demand for semiconductors, changes in trade policies, the imposition of foreign export controls on critical materials and minerals and international conflicts, have resulted in, and may in the future result in, a shortage of raw materials and components needed to manufacture and deliver our products, higher raw materials costs, costly and time-consuming re-qualification of products manufactured with new raw materials and delays in, and unpredictability of, shipments due to transportation interruptions. These results could harm our reputation or ~~governmental~~the ~~agencies~~competitiveness ~~regarding~~of ~~national~~our products. Such shortages, ~~commercial~~delays and/ unpredictability have adversely impacted, and may impact in the future (1) our suppliers’ ability to meet our demand requirements, (2) our manufacturing operations, (3) our ability to meet customer demand, (4) our gross margins and (5) our other operating results. Our actions to counteract adverse impacts to our gross margins and other operating results could be unsuccessful or ~~security~~reduce ~~issues~~demand, ~~posed~~which bywould adversely impact our revenue. Additionally, our suppliers may not have the ~~development~~capacity to meet increases in our demand for raw materials and other components, ~~sale~~in turn, making us unable to meet customer demand for our products. If our suppliers or ~~export~~sub-suppliers are unable to maintain their operations due to operational restrictions or financial hardship caused by an economic slowdown or recession, we may need to increase our safety stocks of ~~certain~~raw materials or components or alter our payment terms with such suppliers, including prepaying for raw materials. These measures could reduce our available working capital, ~~products~~increase our inventory carrying costs, and ~~technologies;~~negatively impact our liquidity and overall financial flexibility.

~~•geopolitical~~Further, ~~tensions~~increased orrestrictions ~~conflicts,~~imposed ~~such~~on a class of chemicals known as ~~Russia’s~~per- ~~invasion~~and ofpolyfluoroalkyl ~~Ukraine~~substances (“PFAS”), ~~the~~which ~~ongoing~~are ~~conflict~~used in ~~the~~a ~~Middle~~number ~~East~~of products, including parts and ~~increasing~~materials ~~tensions~~that ~~between~~are ~~China~~incorporated ~~and~~into ~~Taiwan~~our ~~and~~products, ~~between~~may ~~China~~negatively ~~and~~impact our supply chain due to the Upotentially decreased availability, or non-availability, of PFAS-containing products.S. Proposed regulations under consideration could require that we transition away from the usage of PFAS-containing products, which could adversely impact our business, operations, revenue, costs, and ~~other~~competitive ~~political~~position. Suitable replacements for PFAS-containing parts and ~~economic~~materials ~~instability~~may not be available at similar performance and ~~uncertainty;~~costs, or at all.

Because a significant amount of our sales and manufacturing activity occurs outside the U.S., we are exposed to risks inherent in operating a global business, including changes in economic policy, geopolitical tensions and challenges in managing a diverse workforce and operating under differing business and legal environments, which may harm our reputation or profitability.

Sales to customers outside the U.S. accounted for approximately 82%, 79% and 75% of our net sales in 2025, 2024 and 2023, respectively. We anticipate that international sales will continue to account for a majority of our net sales. In addition, a number of our key domestic customers derive a significant portion of their revenues from sales in international markets. We also develop and manufacture a significant portion of our products outside the U.S. and depend on international suppliers for many of our parts and raw materials. We intend to continue to maintain extensive sales, product development and manufacturing operations internationally, which are subject to a number of risks, uncertainties and potential costs that could adversely affect our revenue, profitability and reputation, including:

•geopolitical tensions or conflicts, such as Russia’s invasion of Ukraine, the ongoing conflict in the Middle East, and tensions between China and Taiwan and between China and the U.S.;

•cybersecurity incidents;

•challenges in hiring and integrating workers in different countries and in managing a diverse workforce with different experience levels, languages, cultures, customs, business practices and worker expectations, along with differing employment practices and labor issues;

•challenges in managing a diverse workforce with different experience levels, languages, cultures, customs, business practices and worker expectations, along with differing employment practices and labor issues;

•challenges of maintaining appropriate business processes, procedures and internal controls and complying with legal, environmental, health and safety, anti-bribery, anti-corruption, trade compliance, data privacy, cybersecurity and other regulatory requirements that vary by jurisdiction;

•challenges in developing relationships with local customers, suppliers and governments;

•fluctuating pricing and availability of raw materials and supply chain interruptions or slowdowns, including as a result of difficulties, financial or otherwise, faced by segments of the transportation industry;

•public health crises;

•expense and complexity of complying with U.S. and foreign import and export regulations, including the ability to obtain and renew required import and export licenses;

•fluctuations in interest rates and currency exchange rates, including the relative strength or weakness of the U.S. dollar against foreign currencies that are important to our business;

•liability for foreign taxes assessed at rates higher than those applicable to our domestic operations;

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•imposition of a global minimum tax rate, including by the Organization of Economic Co-operation and Development (“OECD”);

•challenges and costs associated with the protection of our intellectual property throughout the world;

•challenges associated with managing global and regional third-party service providers, including certain engineering, software development, manufacturing, IT and other functions;

•customer or government efforts to encourage operations and sourcing in a particular country, such as Korea or China, including efforts to develop and grow local competitors, require local manufacturing, and provide special incentives to government-backed local customers to buy from local competitors; and

•impacts of natural disasters and extreme and chronic weather events on our operations and those of our customers and suppliers, which may be exacerbated by climate change.

In the past, these factors have disrupted our operations and increased our costs, and we expect that these factors will continue to do so in the future. Furthermore, there is inherent risk, based on the complex relationships among China, Japan, Korea, Taiwan, and the U.S., that political, diplomatic and national security influences could lead to ~~trade~~ disputes, impacts and/or disruptions, in particular those affecting the semiconductor industry. This can adversely affect our business with China, Japan, Korea, and/or Taiwan and potentially the entire Asia Pacific region or global economy. A significant ~~trade~~ dispute, impact and/or disruption in any area where we do business could have a materially adverse impact on our future revenue and profits.

Export controls, economic sanctions, and other similar restrictions may limit our ability to sell our products to certain customers, require us to obtain governmental licenses, put the Company at a competitive disadvantage both domestically and internationally and expose us to additional legal liability, all of which could harm our business and financial condition.

We are subject to export control and economic sanctions laws and regulations that restrict the delivery of some of our products and services to certain countries (and nationals thereof), to certain end users, and for certain end uses. These restrictions may prohibit the sale of certain of our products, services and technologies, and they may require us to obtain a license from the U.S. government and/or other governments before delivering the controlled item or service. Obtaining export licenses may be difficult, costly and time-consuming, and we may fail to receive licenses that we apply for on a timely basis or at all. Even where a license is ultimately granted, the licensing process may result in extended delivery timelines, increased administrative burden, and customer uncertainty, any of which could cause customers to delay, reduce, or cancel orders, shift purchases to competitors, or redesign processes around non-U.S. alternatives. In addition, export controls and sanctions regimes are dynamic and may be expanded to cover additional products, technology, end uses, end users, or jurisdictions (including through restrictions applicable to non-U.S. persons or foreign subsidiaries), which could further limit our ability to sell or support products and services in certain markets. We must also comply with export control and economic sanctions laws and regulations imposed by other countries. ~~Our~~Although we maintain an export and trade control compliance program, it may not be ~~ineffective~~fully effective or may be circumvented, exposing us to legal liabilities. Compliance with these laws could significantly limit our sales in the future. Changes in, or responses to, U.S. or other countries’ trade controls could reduce the competitiveness of our products and cause our sales to decline, which could have a material adverse effect on our business, financial condition and results of operations.

19Over the last several years, the U.S. and other governments have significantly expanded export controls on certain technologies and commodities to certain markets, particularly with respect to semiconductor and other high technology exports to China, a market which represented approximately 21% of our sales in 2025. These and other regulations have reduced our ability to sell our products to customers in China and it is possible future regulation could further reduce demand for our products. As a result of these restrictive measures, certain of our customers have made efforts to source products domestically in order to mitigate perceived risks to their supply chain. Furthermore, these restrictive measures have incentivized Chinese domestic semiconductor companies to work more closely with local Chinese companies and companies headquartered outside of the U.S. in an effort to enable these companies to enhance the technology-level and quality of their products and, as a result, to better compete with our products. We may be unable to continue to compete favorably against these local and foreign competitors. If these efforts are successful, are widespread amongst our customers and expand to our products and solutions broadly, overall global demand for our products may be reduced, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, government authorities may take retaliatory actions, impose conditions that require the use of local suppliers or partnerships with local companies, increase tariff and other customs costs, impose export restrictions on raw materials and components, such as the restrictions imposed on critical materials and minerals by China in 2025, or require the license or other transfer of intellectual property, which could have a significant adverse impact on our business.

These measures could also increase our costs (including logistics, compliance, and supplier qualification costs), disrupt our sourcing and manufacturing plans, and adversely affect our ability to meet customer requirements or contractual commitments.

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limit our sales in the future. Changes in, and responses to, U.S. trade controls could reduce the competitiveness of our products and cause our sales to decline, which could have a material adverse effect on our business, financial condition and results of operations.

Over the last several years, the U.S. government has significantly expanded export controls on certain technologies and commodities to certain markets, particularly with respect to semiconductor and other high technology exports to China, a market which represented approximately 21% of our sales in 2024. These and other regulations have reduced our ability to sell our products to customers in China and it is possible future regulation could further reduce demand for our products. As a result of these restrictive measures, certain of our customers have made efforts to source products domestically in order to mitigate perceived risks to their supply chain. Furthermore, these restrictive measures have incentivized Chinese domestic semiconductor companies to work more closely with local Chinese companies and companies headquartered outside of the United States in an effort to enable these companies to enhance the technology-level and quality of their products and, as a result, to better compete with our products. We may be unable to continue to compete favorably against these local and foreign competitors. If these efforts are successful, are widespread amongst our customers and expand to our products and solutions broadly, overall global demand for our products may be reduced, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, government authorities may take retaliatory actions, impose conditions that require the use of local suppliers or partnerships with local companies, increase tariff and other customs costs or require the license or other transfer of intellectual property, which could have a significant adverse impact on our business.

A significant portion of our sales is concentrated on a limited number of key customers, and our net sales and profitability may materially decline if we were to lose one or more of these customers.

Sales to a limited number of large customers constitute a significant portion of our overall revenue, shipments, cash flows, collections and profitability and our success is tied in part to their competitive position in their respective markets. Our top ten customers accounted for 4850%, 4348% and 43% of our net sales in ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. WeConsolidation ~~would~~among ~~have~~semiconductor nomanufacturers, orshifts ~~limited~~in ~~contractual~~customer ~~recourse~~build ifplans, ~~our~~and ~~customers~~evolving ~~decided~~procurement tostrategies ~~stop~~(including ~~buying~~efforts ~~and~~to ~~using~~localize ~~our~~supply ~~products~~chains in ~~their~~response ~~manufacturing processes with limited advance notice~~ to ~~us.~~export ~~The~~controls ~~cancellation, reduction~~ or ~~deferral~~trade ofpolicies) ~~purchases~~may ofincrease ~~our products by any one of~~ these customers’ ~~could~~bargaining ~~significantly~~power ~~reduce~~and ~~our~~result ~~revenues~~ in ~~any~~pricing ~~particular~~pressure, ~~quarter.~~more Ifrestrictive wecommercial ~~were~~terms to(including ~~lose~~audit, ~~any of our significant customers~~cybersecurity, ~~if our products are not specified for our significant customers’ products or if we suffer a material reduction in their purchase orders~~ESG, ~~our revenue could decline~~ and ~~our~~flow-down ~~business~~requirements), ~~financial~~longer ~~condition~~payment ~~and~~cycles, ~~results~~or ofdemands ~~operations~~for ~~could~~dual besourcing ~~materially~~or ~~and~~rapid ~~adversely affected. Due to the long design and development cycle and lengthy customer product~~ qualification ~~periods required for most~~ of ~~our~~alternative products,. If we ~~may~~are be unable to ~~replace~~satisfy these ~~customers~~requirements ~~quickly,~~on ifcommercially atreasonable ~~all. In addition~~terms, ~~our~~we ~~principal~~could ~~customers~~lose ~~hold~~design ~~considerable~~wins, ~~purchasing~~experience ~~power~~reduced ~~and may be able to negotiate sales terms that result in decreased pricing~~volumes, ~~increased costs, lower margins and/~~or ~~limit~~incur ~~our~~additional ~~ability to share jointly-developed technology with others. The semiconductor industry may continue to undergo consolidation~~costs, ~~and if~~ any of ~~our~~which ~~customers~~could ~~merge~~materially oradversely ~~are~~affect ~~acquired,~~our weresults ~~may~~of ~~experience lower overall sales to, or lower profitability from sales to, the merged or combined companies~~operations.

~~Our~~Because ~~customer~~we ~~base~~have islimited ~~also~~or ~~geographically~~no ~~concentrated,~~contractual ~~particularly~~recourse inif ~~Taiwan,~~our ~~Korea,~~customers ~~Japan,~~decided ~~China~~to stop buying and ~~the~~using ~~U.S.~~our Asproducts awith ~~result~~limited advance notice, ~~export~~the ~~regulations~~cancellation, reduction or ~~other~~deferral ~~trends~~of ~~that~~purchases ~~apply~~of toour products by any one of these customers could significantly reduce our revenues in ~~certain~~any ~~countries~~particular quarter. If we were to lose any of our significant customers, ~~such~~if asour ~~those~~products inare ~~China~~not specified for our significant customers’ products, if our customers lose market share to competitors with whom we do not have ~~exposed~~as ~~and~~strong ~~may~~relationships ~~further~~or ~~expose~~as favorable commercial terms, or if we suffer a material reduction in their purchase orders, our revenue could decline and our business, financial condition and results of operations tocould ~~greater~~be ~~volatility~~materially and adversely affected. ~~The~~Due ~~geographic~~to ~~concentration~~the long design and development cycle and lengthy customer product qualification periods required for most of our ~~customer~~products, ~~base~~we ~~could~~may ~~shift~~be ~~over~~unable ~~time~~to asreplace athese ~~result~~customers ofquickly, ~~changes~~if at all. In addition, our principal customers hold considerable purchasing power and may be able to negotiate sales terms that result in decreased pricing, increased costs, lower margins and/or limit our ability to share jointly-developed technology with others. The semiconductor industry may continue to undergo consolidation, and ~~competitive~~if ~~landscape~~any of our customers merge or are acquired, aswe ~~well~~may asexperience ~~government~~lower ~~policy~~overall sales to, or lower profitability from sales to, the merged or combined companies. Furthermore, we rely on independent distributors, in addition to our direct sales force, to market and ~~incentives~~sell certain of our products globally. If these distributors fail to ~~develop~~devote ~~regional~~sufficient ~~semiconductor~~resources ~~industries~~to selling our products or are otherwise unsuccessful in doing so, our revenue and results of operations could be materially adversely affected.

Our customer base is also geographically concentrated, particularly in Taiwan, Korea, Japan, China and the U.S. As a result, export regulations, the imposition of tariffs or other trends that apply to customers in certain countries, such as those in China, have exposed and may further expose our business and results of operations to greater volatility. The geographic concentration of our customer base could shift over time as a result of changes in technology and competitive landscape, as well as government policy and incentives to develop regional semiconductor industries.

If we are unable to anticipate and respond to rapid technological change and customer requirements by continuing to innovate and introduce new and enhanced products and solutions, we may experience a loss of market share, decreased sales, revenue, profitability and damage to our reputation.

WeThe ~~operate in the~~ semiconductor industry, ~~which~~ is subject to rapid technological change, changing customer requirements and frequent new product introductions. In our industry, the first company to introduce an innovative product that addresses an identified market need will often have a significant advantage over competing products. Following development, it may take several years for sales of a new product to reach a substantial level, if ever. If a product concept does not progress beyond the development stage or only achieves limited acceptance in the marketplace, we may not receive a direct return on our expenditures, which may be significant, we may lose market share and our revenue, and profitability may decline. In the past, we incurred significant impairment charges for capital expenditures related to developing the capability to manufacture shippers and FOUPs for 450 millimeter wafers, which major semiconductor manufacturers announced that they would not initiate manufacturing for the foreseeable future, and for other projects that failed to find commercial viability.

20We believe that our future success will depend upon our ability to continue to develop novel, mission-critical solutions to maximize our customers’ manufacturing yields and enable higher performance semiconductor devices. A failure to successfully anticipate and respond to technological changes by developing, marketing and manufacturing new products or enhancements to our existing products could harm our business prospects, limit our market share, result in unanticipated costs and significantly reduce our sales. Developing new products or enhancing existing products is complex, costly and uncertain, and, if a new product is adopted by our customers, we must ramp manufacturing quickly, while also managing costs. In addition, our customers impose very high quality and reliability standards on our products, which often change and can be difficult and costly to achieve. A failure to satisfy these customer standards or to comply with industry, regulatory and technical requirements may

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We believe that our future success will depend upon our ability to continue to develop novel, mission-critical solutions to maximize our customers’ manufacturing yields and enable higher performance semiconductor devices. A failure to successfully anticipate and respond to technological changes by developing, marketing and manufacturing new products or enhancements to our existing products could harm our business prospects, limit our market share, result in unanticipated costs and significantly reduce our sales. The new products and technology we choose to develop and market may also not be successful. In addition, if new products have reliability or quality problems, we may experience reduced orders, higher manufacturing costs, delays in acceptance and payment, additional service and warranty expense and damage to our reputation, which may adversely affect our revenue and results of operations.

Manufacturing interruptions or delays, or other disruptions to our operations, could adversely affect our business, financial condition, results of operations and reputation.

Our manufacturing processes are complex and require the use of expensive and technologically sophisticated equipment and materials. We have, on occasion, experienced manufacturing difficulties, such as critical equipment breakdowns, delayed ramp up of newly constructed or expanded manufacturing facilities or the introduction of impurities in the manufacturing process., ~~Any~~which ~~future difficulties could~~ cause lower yields, ~~make~~delivery ~~our~~delays ~~products unmarketable~~ and~~/or~~ ~~delay~~harm ~~deliveries~~our ability to serve our customers. In addition, any modification to the manufacturing process of a product, including changes designed to improve manufacturing yields, process stability and product quality, could require that the product be re-qualified by customers, which can increase our costs and delay or prevent our ability to sell this product to our customers. We have moved, and we may in the future move, the manufacture of certain products from one plant to another, which may be costly and time-consuming. If we fail to transfer and re-establish the manufacturing processes in the destination plant efficiently and effectively, we may not be able to meet customer demand, we may lose credibility with our customers and our business may be harmed. Even if we successfully move our manufacturing processes, we may not achieve the anticipated levels of cost savings or efficiencies, if any, and such disruptions may cause delays in developing or shipping our products. These and other manufacturing difficulties may result in the loss of sales and exposure to warranty and product liability claims.

Disruptions to our operations may be caused by factors outside of our control, including severe weather events and natural catastrophes, civil unrest, outbreaks of disease, and terrorist actions. Our continuity plans may be insufficient to mitigate the impact of disruptions to our operations, and any prolonged disruption may impede our ability to manufacture and deliver products to our customers or to engage with customers on new product applications, resulting in an adverse impact on our business and results of operations.

We may be subject to IT system failures, network disruptions and cybersecurity and data breaches, which could damage our reputation and adversely affect our financial condition, results of operations and cash flows. New laws and regulations regarding data privacy may also increase our costs.

In conducting our business, we use, collect and store sensitive data, including our financial information, intellectual property, confidential information, proprietary business information and personally identifiable information of our employees and others, as well as similar information of our customers, suppliers and business partners. We maintain this information in our data centers, on our networks and on IT systems owned and maintained by third parties. The secure processing, maintenance and transmission of this information is critical to our operations. All IT systems are subject to disruptions, security breaches, outages and failures, which may be caused by a variety of internal and external factors. We and our third-party suppliers have experienced, and expect to continue to be subject to, cybersecurity threats and incidents ranging from employee or contractor error or misuse to individual attempts to gain unauthorized access to systems, to sophisticated and targeted measures known as advanced persistent threats. Cybersecurity threats may target us directly or indirectly through our third-party providers and global supply chain. Cybersecurity attacks are increasing in number and the attackers are increasingly organized and well-financed, or at times supported by state actors. Geopolitical tensions or conflicts, such as Russia’s invasion of Ukraine and ~~increasing~~ tensions with China, have created a heightened risk of cybersecurity attacks. ~~Artificial~~AI ~~intelligence~~ capabilities are and will be used by threat actors to identify vulnerabilities and craft increasingly sophisticated cybersecurity attacks, making them even more difficult to defend against by creating more effective phishing emails or social engineering and by exploiting vulnerabilities in electronic security programs utilizing false image or voice recognition. The use of ~~artificial~~AI ~~intelligence~~ by us, our customers, suppliers and other business partners and third-party providers may introduce vulnerabilities onto our IT systems. We may be unable to anticipate, prevent or remediate future attacks, vulnerabilities, breaches or incidents and in some instances we may be unaware of vulnerabilities or cybersecurity breaches or incidents or their magnitude and effects, particularly as attackers are increasingly able to circumvent controls and remove forensic evidence. We continue to devote significant resources to network security, threat monitoring and other measures to protect our systems and data from unauthorized access or misuse, and we may be required to expend greater resources in the future, especially in the face of evolving and increasingly sophisticated cybersecurity threats and laws, regulations, contractual and other actual and asserted obligations to which we are or may become subject relating to privacy, data protection, and cybersecurity.

21We continue to devote significant resources to network security, threat monitoring and other measures to protect our systems and data from unauthorized access or misuse, and we may be required to expend greater resources in the future, especially in the face of evolving and increasingly sophisticated cybersecurity threats and laws, regulations, contractual and other actual and asserted obligations to which we are or may become subject relating to privacy, data protection, and cybersecurity. These security procedures and protection systems are costly and yet they may not be fail-safe. We may still suffer cybersecurity and other incidents, which could have a material adverse effect on our business or operations.

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IT system failures, network disruptions and breaches of data security could (1) cause disruption in our operations, issues with customer communication and order management, the unauthorized or unintentional disclosure of sensitive information, or disruptions in our transaction processing or (2) undermine the integrity of our disclosure controls and procedures and our internal control over financial reporting, which could affect our reputation, result in significant liabilities and expenses, adversely affect our ability to report our financial results in a timely manner and could have a material adverse effect on our financial condition, results of operations and cash flows. Cybersecurity incidents affecting our suppliers could impact our supply chain, which, in turn, could lead to difficulties and delays in our ability to obtain parts, materials and services needed to manufacture our products and provide services. Failure to timely recover from such delays could materially and adversely affect our business, financial condition and results of operations, and may also cause our business and financial outlook to be inaccurate.

Our efforts to comply with current and evolving laws, regulations and other obligations, such as contractual or commercial obligations from our customers or other third parties, concerning privacy, cybersecurity, and data protection, increase our compliance costs and could result in significant additional expenses. Any actual or alleged failure to comply with these obligations could result in inquiries, investigations, and other proceedings against us by regulatory authorities or other third parties.

Recent tariffs and other trade actions taken by the U.S. and other countries where we do business have increased, and may continue to increase, our import and export costs, requiring us, in certain situations, to increase our prices, add a surcharge or find alternative suppliers which, in turn, may harm our relationships with customers, reduce demand for our products and decrease our profitability.

In recent years, including during 2025, the U.S. government has imposed tariffs and implemented other trade actions affecting products and materials imported into the U.S. In response to these tariffs and other changes in U.S. trade policy, several countries, including China, have threatened or imposed retaliatory tariffs on U.S. exports. The continuing imposition of tariffs by the U.S. and others may also give rise to further escalations of protectionist and retaliatory trade measures. Tariffs and related trade measures may be expanded, modified or restructured, and exemptions or exclusions may be limited or unavailable, which could further increase costs or disrupt supply chains.

These tariffs and other trade measures could have a material adverse effect on our business, results of operations, or financial condition. Our business and operating results are heavily dependent on international trade. We import raw materials and finished goods into the U.S. and we export products from the U.S. to our customers throughout the world, including those in China. Because of the recent tariffs and other trade restrictions, we have experienced increased and additional costs with respect to our import and export of such materials, finished goods, and products, and we may continue to experience these costs. In turn, we may be required to increase the prices of our products or add surcharges, which may reduce demand and harm our relationships with our customers. If we do not, or are unable to, increase prices or add surcharges without reducing demand, we may experience reduced profitability. Furthermore, retaliatory tariffs imposed by countries where we have significant sales, like China, could cause our customers to source products from local and non-U.S. competitors, which could further reduce demand for, and the overall competitiveness of, our products and decrease our market share. Additionally, we may be required to source our materials from alternative suppliers which could significantly increase our costs, lead to significant delays, and result in reliability or quality issues, all of which could harm our reputation and decrease demand for our products. The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations and overall relationships between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets.

Our operations use hazardous materials that expose us to various risks, including potential liability for personal injury and potential remediation obligations.

Our operations involve, and we are exposed to the risks associated with, the use and manufacture of hazardous materials. In particular, we manufacture specialty chemicals, which is an inherently hazardous process that may result in accidents, and store and transport hazardous raw materials, products and waste in, to and from various facilities. Potential risks that may disrupt our operations or expose us to significant losses and liabilities include explosions and fires, chemical spills and other discharges, releases of toxic or hazardous substances or gases, and pipeline and storage tank leaks and ruptures. These and other hazards may result in (1) liability for personal injury, death, damage to property and contamination of the environment; (2) suspension of operations; (3) the imposition of civil or criminal fines, penalties and other sanctions; (4) cleanup costs; (5) claims by governmental entities or third parties; (6) reputational harm; (7) increases in our insurance costs; and (8) other adverse impacts on our results of operations. Moreover, a failure of one of our products at a customer site could interrupt the business operations of the customer. For example, while we believe that our SDS and VAC delivery systems are safe to transport, store and deliver toxic gases, any leakage could cause serious damage, including injury or death, to any person exposed to those toxic gases, potentially creating significant product liability exposure for us. Our insurance coverage may be inadequate to satisfy any such liabilities, and our financial results or financial condition could be adversely affected.

Tariffs, additional taxes, and other protectionist measures resulting from international trade disputes, strained international relations and changes to foreign and national security policy could increase our procurement and manufacturing costs, reduce the competitiveness or availability of our products and have other adverse effects on our operations.20

~~Tariffs,~~Table ~~additional taxes, trade barriers and other measures may increase raw material and manufacturing costs, decrease margins, affect customer ordering patterns, reduce the competitiveness~~ of our products or inhibit our ability to sell products or purchase necessary equipment and supplies, any of which could have a material adverse effect on our business, results of operations or financial condition. While significant attention has been paid to protectionist actions between the U.S. and China in recent years, some of which have impacted certain raw materials we use, it is anticipated that the U.S. will employ tariffs and other countermeasures broadly in pursuit of its political and economic strategies and that other countries may take similar or related actions.Contents

potentially creating significant product liability exposure for us. Our insurance coverage may be inadequate to satisfy any such liabilities, and our financial results or financial condition could be adversely affected.

We carry a significant amount of goodwill on our balance sheet.

As of December 31, ~~2024~~2025, we had goodwill of $3,~~943~~946.67 million. The future occurrence of a potential indicator of impairment, such as a significant adverse change in business climate, an adverse action or assessment by a regulator, unanticipated competition, a material negative change in relationships with significant customers, strategic decisions made in response to economic or competitive conditions, loss of key personnel, or a more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or disposed of, could result in goodwill impairment charges. We have recorded goodwill impairment charges in the past, and such charges have materially affected our historical results of operations. For additional information, see Note 98 – Goodwill and Intangible Assets to the accompanying consolidated financial statements.

Loss of any of our key personnel could harm our business, and our inability to attract and retain new qualified personnel could inhibit our ability to operate and grow our business successfully.

Many of our key personnel have significant experience in the semiconductor industry and deep technical expertise. The loss of our key employees or an inability to attract, hire, train, motivate and retain qualified and skilled employees, particularly research and development and engineering personnel, could cause business interruptions and inhibit our ability to operate and grow our business. As the semiconductor industry has grown in recent years, competition for qualified talent, particularly those with significant industry experience, has intensified. Other factors impacting our ability to attract and retain key employees include the attractiveness of our compensation and benefit programs, global economic or political conditions, the ability to obtain necessary authorizations for workers to provide services outside their home countries and our ability to continue to foster a challenging and rewarding work environment. We have experienced in the past, and may in the future continue to experience, an increasingly competitive and constrained labor market, which may limit our ability to add headcount required to meet our customers’ demand, decrease our productivity due to an influx of inexperienced workers and cause our labor costs to increase and our profitability to decline. As a result, the difficulty and costs associated with attracting and retaining employees has risen and may continue to rise.

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grow our business. As the semiconductor industry has grown in recent years, competition for qualified talent, particularly those with significant industry experience, has intensified. Other factors impacting our ability to attract and retain key employees include the attractiveness of our compensation and benefit programs, global economic or political conditions, the ability to obtain necessary authorizations for workers to provide services outside their home countries and our ability to continue to foster a challenging and rewarding work environment. We have experienced in the past, and may in the future continue to experience, an increasingly competitive and constrained labor market, which may limit our ability to add headcount required to meet our customers’ demand, decrease our productivity due to an influx of inexperienced workers and cause our labor costs to increase and our profitability to decline. As a result, the difficulty and costs associated with attracting and retaining employees has risen and may continue to rise.

If we fail to obtain, protect and enforce intellectual property rights, our business and prospects could be harmed.

Our future success and competitive position depend in part upon our ability to obtain, maintain and enforce intellectual property rights. We rely on patent, trade secret and trademark laws as well as confidentiality agreements to protect many of our major product platforms. Even if patents are issued in respect of our patent applications, these patents may nonetheless (1) expire; (2) be challenged, invalidated, circumvented, rendered unenforceable or otherwise compromised by third parties; or (3) fail to provide us with any competitive advantage. We may lose trade secret protections as a result of actions or omissions by us, our employees, or third parties. Our confidentiality agreements (including confidentiality agreements entered into between us and our employees) may be breached and the remedies for any such breach may be inadequate. Our confidential and proprietary information and technology may also be replicated or obtained through lawful means. Replication of our intellectual property or the infringement or misappropriation of our intellectual property rights could result in uncompensated lost market and revenue opportunities, which could adversely affect our business and financial condition. Monitoring and detecting any unauthorized access, use or disclosure of our intellectual property is difficult and costly and we cannot be certain that the protective measures we have implemented will completely prevent misuse. Our failure to monitor and ensure the proper use of our data, confidential information, and intellectual property in the training and operation of generative artificial intelligence products may result in the loss of intellectual property and raise complex compliance, intellectual property and other issues.

We have initiated, and may initiate in the future, litigation in order to enforce our intellectual property rights, protect our trade secrets, and determine the validity and scope of the proprietary rights of others. From time to time, third parties have also asserted, and may continue to assert, intellectual property claims against us and our products. In the past, intellectual property-related litigation has been time consuming and has caused us to expend significant financial and other resources. In the future, such litigation could (1) impose substantial costs and cause the diversion of resources and the attention of management; (2) require us to pay damages or royalties; (3) require us to alter our products or processes, or obtain a license to continue selling the impacted product, which we may be unable to do on commercially acceptable terms, or at all; (4) severely harm our reputation and competitive position; and (5) negatively affect our sales, profitability and prospects to commercialize new products.

As we incorporate AI capabilities into our operations, we may be subject to various risks, including compliance risks, the potential for AI to produce inaccurate results, intellectual property and cybersecurity risks, and the risk that we are unable to use AI as successfully as our competitors, which may result in legal liability, reputational damage and other harm to our business.

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AI technology is complex and rapidly evolving, as are the operational, competitive, legal and regulatory environments in which it exists. We are increasingly incorporating AI capabilities into our business operations and our ways of working, which can be both challenging and costly. For example, we may experience difficulty in effectively using, or be unable to use, AI in a manner that benefits our business operations, enhances our efficiency and enables us to improve our products and services more rapidly. AI algorithms or training methodologies may also be flawed, and datasets may contain irrelevant, insufficient or biased information, which can cause errors in outputs. This may give rise to legal liability, reputational damage and other adverse effects. Our business may be further negatively impacted if our competitors are more successful than we are in executing their AI strategies and developing superior products and services with the aid of AI technology.

In addition, the use of AI in the development of our products and services could cause the loss of intellectual property, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy and cybersecurity. Countries may also adopt laws and regulations related to AI that could cause us to incur greater compliance costs or limit the use of AI in our business. Any failure or perceived failure by us to comply with such legal or regulatory requirements could subject us to legal liabilities, damage our reputation, or otherwise have a material and adverse impact on our business.

Implementation of, and reporting on, our environmental, social and governance commitments could result in additional costs, and our inability to achieve these commitments could have an adverse impact on our reputation and performance.

From time to time we communicate our strategies, commitments and targets related to sustainability, greenhouse gas emissions, the sustainability of our products, human rights, and other environmental, social and governance matters. These strategies, commitments and targets reflect our current plans and aspirations, and we may be unable to achieve them. Changing customer sustainability requirements, including increasing customer demand for sustainable products, as well as actions taken to achieve our sustainability targets, could cause us from time to time to alter our manufacturing, operations or products, and incur substantial additional expense. Any failure or perceived failure to timely meet these sustainability requirements or targets could adversely impact the demand for our products and subject us to significant costs and liabilities and reputational risks that could adversely affect our business, financial condition and results of operations. In addition, standards and processes for measuring and reporting greenhouse gas emissions and other sustainability metrics may change over time, increase our costs and result in inconsistent data or significant revisions to our strategies, commitments and targets, and our ability to achieve them. We also are or may become subject to new climate and sustainability laws and regulations, such as the State of California’s ~~new~~ climate change disclosure rules, the EU’s Corporate Sustainability Reporting Directive and the SEC’s rules on climate-related risks. Compliance with such laws and regulations, as well as increased scrutiny from regulators, customers and other stakeholders in our sustainability practices, could result in additional costs and expose us to new risks, including reputational risks. Any scrutiny of our greenhouse gas emissions or other sustainability disclosures or our failure to achieve related strategies, commitments and targets, or our failure to disclose our sustainability measures consistent with applicable laws and regulations or to the satisfaction of regulators or our stakeholders, could negatively impact our reputation or performance.

Risks Related to Government Regulation

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We are subject to a variety of rapidly evolving environmental laws and regulations that could cause us to incur significant liabilities and expenses.

The wide variety of federal, state, local and non-U.S. regulatory requirements relating to the design, manufacture, sale, shipping, import, export and use of our products, as well as the release, use, storage, treatment, transportation, discharge, disposal and remediation of, and human exposure to, hazardous chemicals, could result in future liabilities, remediation efforts or the suspension of production or shipment. These requirements are dynamic and have become stricter over time. These laws and regulations, among others, increase the complexity and costs of operating our facilities and manufacturing and transporting our products. Further changes to, or our failure to comply with, these and similar regulations could (1) restrict our ability to expand, build or acquire new facilities, (2) require us to acquire costly control equipment, (3) cause us to incur expenses associated with remediation of contamination, (4) cause us to modify our product design, operations, or manufacturing or shipping processes or (5) otherwise increase our cost of doing business, which may have a negative impact on our financial condition, results of operations and cash flows. In addition, the potential adoption of new laws, rules or regulations related to climate change and the use or sale of PFAS-containing products poses risks, including subjecting us to future costs and liabilities, that could harm our results of operations or affect the way we conduct our businesses. ~~For~~New ~~example, new~~ or modified regulations could require us to make substantial expenditures to enhance our environmental compliance efforts, or to reformulate our products or substitute raw materials or components with alternatives that may be more expensive, less readily available, or inferior in quality or performance. Any such changes could increase our production costs, weaken our supply chain, or result in less competitive products and may require requalification by our customers, which could result in delays, loss of design wins, or customers transitioning to competing products..

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We are exposed to various risks from our regulatory environment, including being subject to potentially inconsistent or conflicting laws and regulations in the jurisdictions in which we operate, international trade-related disputes and compliance costs, which may adversely impact our reputation, financial condition and results of operations.

We are subject to risks related to new, different, inconsistent, or even conflicting laws, rules, and regulations that may be enacted by legislative or executive bodies and/or regulatory agencies in the countries where we operate; disagreements or disputes related to international trade; and the interpretation and application of laws, rules, and regulations. As a public company with global operations, we are subject to the laws of multiple jurisdictions and the rules and regulations of various governing bodies, including those related to health and safety, import and export controls, financial and other disclosures, accounting standards, corporate governance, public procurement and public funding, environment (including those relating to sustainability, carbon emissions and climate change concerns), privacy, anti-corruption, such as the Foreign Corrupt Practices Act and other local laws prohibiting corrupt payments to governmental officials or customers, conflict minerals or other social responsibility legislation, employment practices, immigration or travel regulations and antitrust regulations, among others. Each of these laws, rules and regulations imposes costs on our business, including financial costs and potential diversion of our management’s attention. There have been, and may continue to be, instances where we fail to ensure full compliance with all of the laws, rules and regulations to which we are subject. These instances present risks to our business, including potential fines, restrictions on our actions and reputational damage ~~if we do not fully comply~~. The volume of changes to such laws, rules and regulations may increase in the countries where we operate.

Changes in or ambiguous interpretations of laws, regulations and standards, and the speed with which new regulations may be enacted and come into effect, may create uncertainty regarding compliance matters or instances where we may not be in full compliance. Efforts to comply with new and changing regulations have resulted in, and are likely to continue to result in, increased administrative expenses and diversion of management’s time and attention from revenue-generating activities to compliance activities. If we are found by a court or regulatory agency not to be in compliance with laws and regulations, our reputation, business, financial condition and/or results of operations could be adversely affected, we may be disqualified or barred from participating in certain activities and we may be forced to modify our operations to achieve full compliance.

Changes in taxation or adverse tax rulings could adversely affect our results of operations.

We operate in many foreign countries and are subject to taxation at various rates and audit by multiple taxing authorities. Our results of operations could be affected by tax audits, changes in tax rates, changes in laws and regulations governing the calculation, location and taxation of earned profit, changes in laws and regulations affecting our ability to realize deferred tax assets on our balance sheet and changes in laws and regulations relating to the repatriation of cash into the U.S. Each quarter, we forecast our tax liability based on our forecast of our performance for the year in each tax jurisdiction. If our performance forecast changes, our forecasted tax liability would also likely change, perhaps materially.

We have undertaken, and expect to continue to undertake, complex internal reorganizations of our foreign subsidiaries in order to rationalize and streamline our foreign operations, focus our management efforts on certain local opportunities and take advantage of favorable business conditions in certain localities. These or any future reorganizations could result in adverse tax consequences in one or more jurisdictions, which could adversely impact our profitability from foreign operations and result in a material reduction in our results of operations.

24Various jurisdictions in which we operate are considering changes to, or have already changed, their tax laws. For example, the OECD introduced the Base Erosion and Profit Shifting 2.0 project that seeks to impose a global minimum income tax rate of 15%. Any tax reform adopted in any foreign jurisdiction may exacerbate the risks described above and cause our corporate tax rate to increase.

We receive government incentives, grants, and subsidies that are subject to conditions, reporting requirements, and compliance obligations, and failure to satisfy these requirements could result in the reduction, termination, or clawback of benefits, as well as potential penalties or reputational harm, any of which could adversely affect our business, financial condition, and results of operations.

From time to time, we may receive and enter agreements for grants, subsidies, loans, tax arrangements and other incentives from national, state and local governments in jurisdictions throughout the world designed to encourage us to establish, maintain or increase our investment, research and development and production activities in those jurisdictions. Our future business plans are impacted by obtaining these government incentives, and they typically require us to achieve or maintain certain levels of investment, capital spending, employment, technology deployment or development milestones, construction or production milestones, or research and development activities to qualify for such incentives or could restrict us from undertaking certain

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~~Various~~activities. ~~jurisdictions~~Compliance with these requirements may add complexity to our operations and increase our costs, and a failure to comply could result in cancellation of agreements or transactions, investigations, civil and criminal penalties, forfeiture of profits, reduction, termination or clawback of any funding, suspension or debarment from doing business with the government, or other penalties, any of which wecould ~~operate~~have ~~are~~a ~~considering~~material ~~changes~~and toadverse ~~their~~effect ~~tax~~on ~~laws~~our business, financial condition and results of operations. For example, we have entered into a direct funding agreement with the ~~OECD~~U.S. ~~introduced~~Department of Commerce to receive a grant under the ~~Base~~U.S. ~~Erosion~~CHIPS and ~~Profit~~Science ~~Shifting~~Act 2of 2022.0 ~~project~~We ~~that~~may ~~seeks~~be unable to ~~impose~~successfully aachieve ~~global~~the ~~minimum~~milestones ~~income~~and ~~tax~~ancillary ~~rate~~requirements ofto ~~15%~~qualify for these incentives or such incentives may otherwise be withheld. ~~Any~~In ~~tax~~addition, ~~reform~~incentives ~~adopted~~may be subject to ongoing compliance “guardrails,” audit rights, domestic sourcing or workforce requirements, and restrictions on certain activities or transactions. The timing of any reimbursements or funding may not align with our capital spending or operating needs, and we may be required to fund substantial costs in advance of receiving any benefits (if received at all). We also may be unable to obtain future incentives, which may put us at a disadvantage against competitors, especially foreign ~~jurisdiction~~competitors that may ~~exacerbate~~benefit from such incentives in the ~~risks~~countries ~~described~~in ~~above~~which they are headquartered.

We are exposed to risks related to government incentives and other agreements that may involve government entities, such as increases in the complexity and costs of our operations, which could adversely affect our business, financial condition and results of operations.

From time to time, we may receive and enter agreements for grants, tax benefits and other incentives from national, state and local governments in jurisdictions throughout the world designed to encourage us to establish, maintain or increase our investment, research and development and production activities in those jurisdictions. Our future business plans are impacted by obtaining these government incentives, which may take various forms, including grants, subsidies, loans, and tax arrangements, and typically require us to achieve or maintain certain levels of investment, capital spending, employment, technology deployment or development milestones, construction or production milestones, or research and development activities to qualify for such incentives or could restrict us from undertaking certain activities. Compliance with these requirements may add complexity to our operations and increase our costs, and a failure to comply could result in cancelation of agreements or transactions, investigations, civil and criminal penalties, forfeiture of profits, reduction, termination or clawback of any funding, suspension or debarment from doing business with the government, or other penalties, any of which could have a material and adverse effect on our business, financial condition and results of operations. For example, we have entered into a direct funding agreement with the U.S. Department of Commerce to receive a grant under the U.S. CHIPS and Science Act of 2022. We may be unable to successfully achieve the milestones and ancillary requirements to qualify for these incentives or such incentives may otherwise be withheld. We also may be unable to obtain future incentives, which may put us at a disadvantage against competitors, especially foreign competitors that may benefit from such incentives in the countries in which they are headquartered.

Risks Related to Our Indebtedness

We have a substantial amount of indebtedness and may in the future incur substantially more debt, each of which could adversely affect our ability to obtain financing in the future and react to changes in our business.

As of December 31, ~~2024~~2025, we had an aggregate principal amount of $43.07 billion of indebtedness outstanding, including the $0.85 billion from our senior secured term loan facility due 2029 (the “Term Loan Facility”), $1.6 billion aggregate principal amount of the 4.75% senior secured notes due April 15, 2029, $1.7 billion aggregate principal amount of the 5.95% senior unsecured notes due June 15, 2030, our 4.375% senior unsecured notes due April 15, 2028, and our 3.625% senior unsecured notes due May 1, 2029 (collectively, the “Notes”). In addition, we have approximately $575.0 million of unutilized capacity under our senior secured revolving credit facility due 2027 (the “Revolving Facility”). We refer to the Term Loan Facility and the Revolving Facility as the “Credit Facilities”. The credit agreements that govern the Credit Facilities are referred to collectively as the “Amended Credit Agreement”. Further, we may incur significant additional secured and unsecured indebtedness in the future.

Although the indentures governing the Notes (the “Indentures”), and the Amended Credit Agreement restrict our ability to incur additional indebtedness, the restrictions have a number of significant qualifications and exceptions. For example, the Amended Credit Agreement provides that we can request additional loans and commitments up to the greater of $1.1 billion or 100% of our EBITDA, as well as additional amounts if our secured net leverage ratio is less than a specified ratio. Further, these restrictions do not prevent us from incurring monetary obligations that do not constitute indebtedness. If we add new indebtedness and other monetary obligations to our current debt levels, the related risks that we now face would intensify.

Our debt could have important consequences, including:

•limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate purposes;

•requiring a substantial portion of our cash flow to be dedicated to debt service payments instead of other purposes;

•increasing our vulnerability to adverse changes in general economic, industry and competitive conditions;

•exposing us to increased interest expense for borrowings with variable interest rates, including borrowings under the Credit Facilities; and

•placing us at a disadvantage compared to other, less leveraged competitors or competitors with comparable debt having more favorable terms.

25Higher or sustained interest rates and tighter credit market conditions could increase our borrowing costs, reduce refinancing flexibility and limit access to capital. Any downgrade in our credit profile, or reduced lender or investor appetite for debt financing, could further increase our cost of capital and adversely affect our liquidity and financial condition.

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We may be unable to generate sufficient cash to service our indebtedness and may be forced to take other actions, which may not be successful, to satisfy our obligations under our indebtedness.

We may be unable to maintain sufficient cash flow from operating activities to permit us to pay the principal of, premium, if any, and interest on our indebtedness. Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance and the condition of the capital markets, which are subject to prevailing economic, industry and competitive conditions, as well as many financial, business, legislative, political, regulatory and other factors beyond our control. If our cash flow and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems, be forced to reduce or delay investments and capital expenditures, dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness, any of which could have a material adverse effect on our business, financial position and results of operations. In addition, the level and quality of our earnings, operations, business and management, among other things, will impact the determination of our credit ratings. Any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis may result in a decrease in the ratings assigned to us by the ratings agencies, which may negatively impact our access to the debt capital markets and increase our cost of borrowing. In addition, we may be unable to maintain the current creditworthiness or prospective credit rating of the Company. Any actual or anticipated changes or downgrades in such credit rating may have a negative impact on our liquidity, capital position or access to capital markets and affect our ability to obtain any future required financing on acceptable terms or at all.

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face substantial liquidity problems, be forced to reduce or delay investments and capital expenditures, dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness, any of which could have a material adverse effect on our business, financial position and results of operations. In addition, the level and quality of our earnings, operations, business and management, among other things, will impact the determination of our credit ratings. Any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis may result in a decrease in the ratings assigned to us by the ratings agencies, which may negatively impact our access to the debt capital markets and increase our cost of borrowing. In addition, we may be unable to maintain the current creditworthiness or prospective credit rating of the Company. Any actual or anticipated changes or downgrades in such credit rating or disruptions in the global financial markets may have a negative impact on our liquidity, capital position or access to capital markets and affect our ability to obtain any future required financing on acceptable terms or at all.

Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. We may not be able to implement any refinancing on commercially reasonable terms or at all and, even if successful, a refinancing may not allow us to meet our scheduled debt service obligations. The agreements governing our indebtedness restrict our ability to dispose of assets and use the proceeds of such dispositions, and we may be unable to consummate any dispositions or generate proceeds sufficient to meet our debt service obligations.

If we cannot make scheduled payments on our debt, holders of the Notes and lenders under the Credit Facilities could declare all outstanding principal and interest to be due and payable, the lenders under the Revolving Facility could terminate their commitments to advance further loans, our secured lenders could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation.

The terms of the Amended Credit Agreement and the Indentures may restrict our operations, particularly our ability to respond to changes or raise additional funds.

The Amended Credit Agreement contains restrictive covenants that impose significant operating and financial restrictions that may limit our and our restricted subsidiaries’ ability to take actions that may be in our long-term best interest, including restrictions on our and our restricted subsidiaries’ ability to:

•incur additional indebtedness and guarantee indebtedness;

•pay dividends or make other distributions in respect of, or repurchase or redeem, capital stock;

•prepay, redeem or repurchase certain debt;

•make investments, loans, advances and acquisitions;

•engage in sale-leaseback or hedging transactions;

•create liens on, sell or otherwise dispose of assets, including capital stock of our subsidiaries;

•enter into transactions with affiliates;

•enter into agreements that restrict the ability to create liens, pay dividends or make loan repayments;

•alter the businesses we conduct; and

•merge or sell all or substantially all of our assets or incur a change of control in our capital stock ownership.

Also, the Indentures contain limited covenants, such as a covenant restricting our ability and certain of our subsidiaries’ ability to incur certain debt secured by liens, engage in sale-leaseback and incur additional indebtedness by any restricted subsidiary.

In addition, the restrictive covenants under the credit agreement governing the Revolving Facility may, depending on the amount of revolving borrowings, unreimbursed letter of credit drawings and undrawn letters of credit, require us to maintain a secured net leverage ratio, which we may be unable to meet. Our failure to comply with these covenants could result in the acceleration of some or all of our indebtedness, which could lead to bankruptcy, reorganization or insolvency.

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Risks Related to Owning our Common Stock

The price of our common stock has been and may remain volatile.

The price of our common stock has been volatile. In ~~2024~~2025, the closing price of our stock on The Nasdaq Global Select Market (“Nasdaq”) ranged from a low of $9762.6792 to a high of $~~146~~109.4853, and, as in past years, the price of our common stock may show even greater volatility in the future. The trading price of our common stock is subject to significant volatility in response to numerous factors, many of which are beyond our control or may be unrelated to our operating results, including the following:

•changes to our financial guidance, as well as potential decreased confidence in any guidance we do provide;

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•changes in global economic and geopolitical conditions, including those resulting from trade tensions, rising inflation, and fluctuations in foreign currency exchange and interest rates;

•failure to meet the expectations of securities analysts, which may vary significantly from our actual results;

•changes in financial estimates by securities analysts;

•press releases or announcements by, or changes in market values of, comparable companies;

•high volatility in price and volume in the markets for high-technology stocks;

•public perception of equity values of publicly traded companies;

•fluctuations in our results of operations; and

•other risks and uncertainties described in this Annual Report on Form 10-K and in our other filings with the SEC.

Fluctuations in our results of operations could cause our stock price to decline significantly. Future decreases in our stock price may adversely impact our ability to raise sufficient additional capital in the future, if needed.

We may decrease or discontinue cash dividends and may never adopt a new program to repurchase our shares of common stock.

Future payments of quarterly dividends and any future repurchases of shares of our common stock are subject to capital availability and periodic determinations by our Board of Directors that they are in the best interest of our stockholders and comply with all laws and applicable agreements. Future dividends and any future share repurchases may be affected by, among other factors, potential capital requirements for acquisitions and the funding of our research and development activities; legal risks; changes in federal and state income tax laws or corporate laws; contractual restrictions, such as financial or operating covenants in our debt arrangements; availability of domestic cash flow; and changes to our business model. The amounts of our dividend payments may change from time to time, and we may decide at any time to reduce, suspend or discontinue the payment of dividends ~~or the repurchase of shares~~. A reduction, suspension or discontinuation of our dividend payments or the ~~cessation~~lack of ~~our~~a share repurchase program could have a negative effect on the price of our common stock and may harm our reputation.

Provisions in our charter documents and Delaware law may delay or prevent an acquisition of us, which could decrease the value of our shares.

Our certificate of incorporation, our by-laws and Delaware law contain provisions that could make it harder for a third party to acquire us without the consent of our board of directors. These provisions include limitations on actions by written consent of our stockholders.

Our certificate of incorporation makes us subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits publicly held Delaware corporations from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. This provision could discourage parties from bidding for our shares of common stock and could, as a result, reduce the likelihood of an increase in the price of our common stock that would otherwise occur if a bidder sought to buy our common stock.

Our certificate of incorporation authorizes our Board of Directors to issue, without further stockholder approval, up to 5,000,000 shares of preferred stock in one or more series and to fix and designate the rights, preferences, privileges and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, redemption rights and liquidation preferences. The holders of any shares of preferred stock could have preferences over the holders of our common stock with respect to dividends and liquidation rights. Any issuance of preferred stock may have the effect of delaying, deterring or preventing a change in control. Any issuance of preferred stock could decrease the amount of earnings and assets available for distribution to the holders of common stock and could adversely affect the rights and powers, including voting rights, of the holders of common stock. The issuance of preferred stock could have the effect of decreasing the market price of our common stock.

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restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, redemption rights and liquidation preferences. The holders of any shares of preferred stock could have preferences over the holders of our common stock with respect to dividends and liquidation rights. Any issuance of preferred stock may have the effect of delaying, deterring or preventing a change in control. Any issuance of preferred stock could decrease the amount of earnings and assets available for distribution to the holders of common stock and could adversely affect the rights and powers, including voting rights, of the holders of common stock. The issuance of preferred stock could have the effect of decreasing the market price of our common stock.

General Risks

Competition from new or existing companies could harm our financial condition, results of operations and cash flow.

We operate in a highly competitive, global industry. We face many domestic and international competitors, some of which have substantially greater manufacturing, financial, research and development and marketing resources than we do. In addition, some of our competitors may have better-established customer relationships than we do, which may enable them to have their products specified for use more frequently and more quickly by these customers. We also face competition from smaller, regional companies that focus on serving customers in their regions. Further, customers continually evaluate the benefits of internal manufacturing versus outsourcing, and a customer’s decision to internally manufacture products that we provide may negatively impact us. If we are unable to maintain our competitive position, we could experience downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities and a loss of market share, any of which could have a material adverse effect on our results of operations. Further, we expect that existing and new competitors will improve their products and introduce new products with enhanced performance characteristics. The introduction of new products or more efficient production of existing products by competitors could diminish our market share and increase pricing pressure on our products.

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regional companies that focus on serving customers in their regions. Further, customers continually evaluate the benefits of internal manufacturing versus outsourcing, and a customer’s decision to internally manufacture products that we provide may negatively impact us. If we are unable to maintain our competitive position, we could experience downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities and a loss of market share, any of which could have a material adverse effect on our results of operations. Further, we expect that existing and new competitors will improve their products and introduce new products with enhanced performance characteristics. The introduction of new products or more efficient production of existing products by competitors could diminish our market share and increase pricing pressure on our products.

Our competitors include companies outside of the U.S., including companies in countries where foreign governments seek to build a domestic-centric semiconductor ecosystem. From time to time, governments around the world may provide incentives or make other investments that could benefit and give competitive advantages to our competitors. Government incentives may not be available to us on acceptable terms or at all. If our competitors can benefit from such government incentives and we cannot, it could strengthen our competitors' relative position and have a material adverse effect on our business.

We may acquire other businesses, form joint ventures or divest businesses, any of which could negatively affect our financial performance.

We intend to continue to engage in business combinations, acquisitions, joint ventures, investments, divestitures or other types of collaborations to (1) address gaps in our product offerings, (2) adjust our business and product portfolio to meet our ongoing strategic objectives, (3) diversify into new and complementary markets, (4) increase our scale or (5) accomplish other strategic objectives. These transactions involve numerous risks to our business, financial condition and operating results, including but not limited to:

•difficulty in identifying suitable acquisition candidates and completing transactions at appropriate valuations, in a timely manner, on a cost-effective basis or at all, due to substantial competition for acquisition targets;

•inability to successfully integrate any acquired businesses into our business operations;

•failure to realize the anticipated synergies or other benefits of any such transaction;

•entry into markets in which we have limited or no prior experience;

•finding acquirors and obtaining adequate value for businesses that no longer meet our strategic objectives;

•difficulties surrounding the disentanglement of a divested business, including the diversion of resources away from our business operations to address such matters;

•inability to complete proposed or pending transactions due to factors such as the failure or inability to obtain regulatory or other approvals, which may be exacerbated by the recent, more aggressive regulatory approaches to merger control globally, such as the July 19, 2023 joint statement of antitrust policy and final rules published on October 10, 2024 concerning changes to the premerger notification process under the Hart-Scott-Rodino Act of 1976 by the Department of Justice and Federal Trade Commission and the April 15, 2023 Provisions on the Review of Concentrations of Undertakings issued by China’s State Administration for Market Regulation, among others;

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•requirements imposed by government regulators in connection with their review of a transaction, which may include, among other things, divestitures and restrictions on the conduct of our existing business or the acquired business;

•undertaking multiple transactions at the same time in order to take advantage of acquisition or divestiture opportunities that do arise, which could strain our ability to effectively execute and integrate such transactions;

•diversion of management’s attention from our day-to-day business due to dedication of significant management resources to such transactions;

•employee uncertainty and lack of focus during the integration process that may also disrupt our business;

•risk of litigation or claims associated with a proposed or completed transaction;

•challenges associated with managing new, more diverse and more widespread operations, projects and people, potentially located in regions where we have not historically conducted or operated our business;

•dependence on unfamiliar or less secure supply chains and inefficient scale of the acquired entity;

•increasing costs of performing due diligence to meet the expectations of investors and government regulators;

•despite our due diligence, we could assume unknown, underestimated or contingent liabilities, such as potential environmental, health and safety liabilities, any of which could lead to costly litigation or mitigation actions;

•an acquired technology or product may have inadequate or invalid intellectual property protection or may be subject to claims of infringement by a third party, which may result in claims for damages and lower than anticipated revenue;

•negative effects on our reported results of operations from dilutive results from operations and/or from future potential impairment of acquired assets, including goodwill, related to acquisitions;

•an acquired company may have inadequate or ineffective internal controls over financial reporting, disclosure controls and procedures, cybersecurity, privacy, environmental, health and safety, anti-bribery, anti-corruption, human resource ~~or other policies or practices, which may require unexpected or additional integration, mitigation and remediation costs;~~

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or other policies or practices, which may require unexpected or additional integration, mitigation and remediation costs;

•reductions in cash or increases in debt to finance transactions, which reduce the cash flow available for general corporate or other purposes, including repayment of existing debt, share repurchases and dividends; and

•difficulties in retaining key employees or customers of an acquired business.

Climate change may have a long-term impact on our business, including by causing disruptions to our operations which may result in decreased revenue and cash flows.

There are inherent climate-related risks wherever our business is conducted. Changes in market dynamics, stakeholder expectations, local, national and international climate change policies, and the frequency and intensity of extreme weather events on critical infrastructure in the U.S. and abroad, all have the potential to disrupt our business and operations. Such events could result in a significant increase in our costs and expenses and harm our future revenue, cash flows and financial performance. In addition to physical risks, evolving climate-related and sustainability reporting regimes in jurisdictions where we operate (including state and international regimes) may increase compliance costs, require new data collection and assurance processes across our value chain and expose us to reputational harm or litigation if our disclosures, targets or progress are challenged. Global climate change is resulting in, and may continue to result, in certain natural disasters and adverse weather events, such as drought, wildfires, severe storms, sea-level rise and flooding, occurring more frequently or with greater intensity, which could cause business disruptions and adverse impacts where we operate.

Item 1B. Unresolved Staff Comments.

Not Applicable.

Item 1C. Cybersecurity

Risk management and strategy

As a key supplier in the semiconductor ecosystem, security and risk management of our technology systems and processes is critical to ensuring our ability to serve our customers without interruption.

Management of Cybersecurity Risks

Our management of cybersecurity risks is integrated into our Company-wide enterprise risk management program. As part of this process, our risk management team works closely with our IT department to identify and evaluate potential cybersecurity risks to the Company and to develop controls to mitigate and protect against those risks.

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Each quarter, our Chief Information Security Officer (“CISO”) presents an overview of the Company’s cybersecurity risk landscape to our Enterprise Risk Management Committee, which includes our Executive Leadership Team and Vice President, Internal Audit. In addition, our CISO Council, which includes our CISO and our Chief Information and Digital Officer (“CIDO”), holds meetings with our Executive Leadership Team on a quarterly basis to review these cybersecurity risks and mitigation measures in further detail.

Our cybersecurity risk management program is aligned with the National Institute of Standards and Technology Cybersecurity Framework. We identify key assets that are critical to our business and assess potential cyber threats and vulnerabilities associated with those assets and the operations they enable. Following that assessment, we implement strategies and design controls to manage those risks. For example, we use single sign-on to limit access to our networks and multi-factor authentication to verify users’ identities. We also continuously monitor our systems and networks to protect against internal and external threat actors. We have policies and procedures in place, such as our Privileged Access Management process, to limit and control access to our confidential information by our vendors and other third parties. We also conduct due diligence and reviews of cybersecurity policies of third parties that access our systems or data. Additionally, we are focused on segregating our manufacturing processes from the Company’s other networks to minimize the risk of interruptions to our manufacturing operations resulting from cyber breaches. To increase our employees’ vigilance of cybersecurity risks and educate them on best practices relating to those risks, we conduct ~~cybersecurity~~quarterly ~~trainings and~~ awareness ~~campaigns~~sessions, ~~such~~annual astrainings ~~quarterly~~and monthly phishing campaigns.

Engagement of Third Parties

Given the complex and evolving nature of cybersecurity threats, the Company periodically engages third parties to assist us in evaluating our security vulnerabilities and developing and maintaining effective cybersecurity risk management. Partnering with third parties enables us to leverage specialized knowledge and insights, ensuring our cybersecurity strategies and processes are well-designed and effective. For example, in 2023, we engaged a global law firm to conduct an external assessment of our cybersecurity governance framework and processes and provide recommendations to improve our cybersecurity readiness and posture. We also work with third party specialists who perform threat and vulnerability assessments, such as penetration testing, and develop strategies to mitigate cybersecurity-related risks. 28

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Given the complex and evolving nature of cybersecurity threats, the Company periodically engages third parties to assist us in evaluating our security vulnerabilities and developing and maintaining effective cybersecurity risk management. Partnering with third parties enables us to leverage specialized knowledge and insights, ensuring our cybersecurity strategies and processes are well-designed and effective. For example, in 2023, we engaged a global law firm to conduct an external assessment of our cybersecurity governance framework and processes and provide recommendations to improve our cybersecurity readiness and posture. Each year, to prevent and mitigate cybersecurity-related risks, we engage independent cybersecurity specialists to conduct comprehensive threat and vulnerability assessments, such as penetration testing, social engineering evaluations and structured tabletop exercises. Their findings help validate our controls, test our response capabilities and inform strategies our strategies to manage and reduce enterprise cybersecurity risk.

Oversight of Third-Party Risk

We are aware of the cybersecurity risks associated with engaging third-party service providers. To mitigate such risks, we conduct security assessments of high-risk third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. The monitoring includes ongoing assessments by our security engineers. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third parties.

Risks from Cybersecurity Threats

The Company’s information and operational technology systems and its third-party providers’ systems have been, and will likely continue to be, subject to cybersecurity threats, such as computer viruses or other malicious codes, ransomware, unauthorized access attempts, business email compromise, cyber extortion, denial of service attacks, phishing, social engineering, hacking and other cyberattacks attempting to exploit vulnerabilities.

To date, the Company is not aware that its business or operations have been, or are reasonably likely to be, materially impacted by these cyberattacks. However, the Company’s security efforts and the efforts of its third-party providers may not prevent or timely detect attacks and resulting breaches or breakdowns of the Company’s, or its third-party service providers’, databases or systems.

Governance

Board of Directors’ Oversight

The Audit and Finance Committee (the “Audit and Finance Committee”) of our Board of Directors is responsible for reviewing and monitoring general IT and cybersecurity matters, including related risks, and reporting to the Board its determinations, actions and recommendations related thereto. Our Audit and Finance Committee is composed of independent directors with extensive executive leadership and risk management experience. Our CISO, together with our CIDO, provide quarterly updates to our Audit and Finance Committee regarding the cybersecurity risk landscape, specific risks affecting the Company and solutions to mitigate those risks, and legal and regulatory requirements relating to cybersecurity. These updates assist the Board in performing its oversight and risk management function. In addition, the full Board receives an annual report on cybersecurity directly from the CISO.

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solutions to mitigate those risks, and legal and regulatory requirements relating to cybersecurity. These updates assist the Board in performing its oversight and risk management function. In addition, the full Board receives an annual report on cybersecurity directly from the CISO.

Management’s Role Managing Risk

Our CISO is responsible for the implementation, operation and monitoring of our cybersecurity risk management program. Our current CISO, who reports to our CIDO, has over 20 years of experience managing the IT and cybersecurity operations within large, global organizations. His extensive experience assessing and mitigating cybersecurity risk, implementing governance structures and developing employee training programs is critical in developing and executing our cybersecurity strategies.

Monitoring of Cybersecurity Incidents

Our Cybersecurity Incident Response Plan establishes how we monitor and respond to cybersecurity incidents impacting our environment. The CISO works closely with members of our Executive Leadership Team and his cybersecurity team to monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents. We engage a third-party managed security services provider (MSSP) to provide 24/7 continuous monitoring of the Company’s IT and operational technology environments for potential cybersecurity incidents. In the event such an incident is identified by our MSSP or any of our employees, our cybersecurity team assigns it a severity classification and escalates the incident accordingly. Depending on the severity of the incident, certain key personnel are notified and work together to further investigate the incident and take actions to respond, which may include engaging with external specialists, regulatory authorities and our cybersecurity insurance carrier. The CISO receives regular updates on all incidents and incident responses, which the CISO shares with our Executive Leadership Team on a weekly basis. Our cybersecurity team conducts a post-incident review of all major cybersecurity incidents, which review includes identification of vulnerabilities, assessment of the incident’s impact on the Company and recommendations to help prevent similar incidents in the future.

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Leadership Team on a weekly basis. Our cybersecurity team conducts a post-incident review of all major cybersecurity incidents, which review includes identification of vulnerabilities, assessment of the incident’s impact on the Company and recommendations to help prevent similar incidents in the future.

See “Item 1A. Risk Factors” for a more detailed description of the cybersecurity risks we face.

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Item 2. Properties.

Location

Principal Function

ApproximateSquare Feet

Leased/Owned

Reporting Segment

Bedford, Massachusetts

Research & Manufacturing

80,000

Owned

APS & MS

Billerica, Massachusetts(1)

Executive Offices, Research & Manufacturing

175,000

Leased

APS & MS

Burnet, Texas

Research & Manufacturing

86,000

Owned

Decatur, Texas

Manufacturing

359,000

Owned

Chaska, Minnesota

Executive Offices, Research & Manufacturing

186,000

Owned

APS

Colorado Springs, Colorado

Manufacturing

82,000

Owned

APS

Danbury, Connecticut

Research & Manufacturing

73,000

Leased

San Luis Obispo, California

Manufacturing

57,867

Owned

APS

San Luis Obispo, California

Manufacturing

59,124

Leased

APS

Aurora, Illinois

Manufacturing

414,000

Owned

Hillsboro, Oregon

Manufacturing

112,344

Leased

Hsin-chu, Taiwan

Executive Offices, Sales Research & Manufacturing

146,330

Leased

APS & MS

Kaohsiung City,Taiwan (North)

Manufacturing

105,874

Owned

Kaohsiung City,Taiwan (South)

Manufacturing

573,696

Owned

APS & MS

JangAn, South Korea

Manufacturing

127,000

Owned

APS & MS

Oseong, South Korea

Manufacturing

108,355

Owned

Suwon, South Korea

Executive Offices & Research

42,000

Leased

APS & MS

Kulim, Malaysia

Manufacturing

195,000

Owned

APS & MS

Yonezawa, Japan

Manufacturing

185,000

Owned

APS

Tsu, Mie, Japan

Manufacturing

160,259

Owned

Singapore

Manufacturing

47,770

Owned

We own and lease facilities for manufacturing, distribution, technical support, sales, service, repair, and general administrative purposes primarily located in the United States, Canada, Taiwan, South Korea, Japan, China, Singapore, Malaysia, Germany, France and Israel. As of December 31, 2025, we owned and leased approximately 3.7 million square feet and 1.9 million square feet of space, respectively, across 72 owned and 31 leased properties. Our principal executive offices are located in Billerica, Massachusetts. Because of the interrelation of our operations, properties in certain geographical locations may be attributable to multiple reporting segments. We believe that our facilities are well-maintained and suitable for their respective operations. We regularly assess the size, capability and location of our global infrastructure and periodically make adjustments based on these assessments.

(1) This lease has been extended through September 30, 2026 and is subject to one five-year renewal option.

In addition, we own and lease space for manufacturing, distribution, technical support, sales, service, repair, and general administrative purposes in the U.S., Canada, China, Germany, France, Israel, Japan, Malaysia, Singapore, South Korea and Taiwan. Leases for our facilities expire through October 2031. We currently expect to be able to extend the terms of expiring leases or to find suitable replacement facilities on reasonable terms. We believe that our facilities are well-maintained and suitable for their respective operations. We regularly assess the size, capability and location of our global infrastructure and periodically make adjustments based on these assessments.

Item 3. Legal Proceedings.

We are, from time-to-time, involved in various claims, proceedings and lawsuits relating to our business, employees, intellectual property and other matters. The outcomes of these matters are not within our complete control and may not be known for prolonged periods of time. In some actions, the claimants seek damages, as well as other relief, that could require significant expenditures or result in lost revenues. We record a liability for these matters when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. There is judgment required in the determination of the likelihood of outcome, and if necessary determination of the estimate or range of potential outcomes. Based on the current information, the Company does not believe any known matters have a reasonable possibility of a material amount for litigation or other contingencies related to legal proceedings.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information and Holders

Entegris’ common stock, $0.01 par value per share, trades on the Nasdaq Global Select Market under the symbol “ENTG”. As of February 56, ~~2025~~2026, there were ~~965~~907 shareholders of record.

Dividend Policy

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. The Company’s Board of Directors declared cash dividends of $0.10 per share during each of the first, second, third and fourth quarters of ~~2024~~2025, which totaled $6061.71 million.

On January 1514, ~~2025~~2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.10 per share to be paid on February 1918, ~~2025~~2026 to shareholders of record as of January 2928, ~~2025~~2026.

The Company currently expects to continue paying dividends comparable with our historic dividend practices. 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. Furthermore, the credit agreement governing the Credit Facilities contains restrictions that may limit our ability to pay dividends.

Issuer Sales of Unregistered Securities During the Past Three Years

None.

Comparative Stock Performance

The following graph compares the cumulative total shareholder return on the common stock of Entegris, Inc. from December 31, ~~2019~~2020 through December 31, ~~2024~~2025 with the cumulative total return on (1) The Nasdaq Composite Index, and (2) The Philadelphia Semiconductor Index, assuming $100 was invested at the close of trading on December 31, ~~2019~~2020 in Entegris, Inc. common stock, the Nasdaq Composite Index and the Philadelphia Semiconductor Index and that all dividends are reinvested.

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December 31, 2019

December 31, 2020

December 31, 2021

December 31, 2022

December 31, 2023

December 31, 2024

December 31, 2020

December 31, 2021

December 31, 2022

December 31, 2023

December 31, 2024

December 31, 2025

Entegris, Inc.

$100.00

$~~192~~144.8358

$~~278~~68.7968

$~~132~~126.4404

$~~243~~104.0454

$~~201~~89.5831

Nasdaq Composite

100.00

~~144~~122.9218

~~177~~82.0642

119.4522

~~172~~154.7747

~~223~~187.8613

Philadelphia Semiconductor Index

100.00

~~153~~142.6685

~~219~~93.5002

~~142~~155.9435

~~238~~186.7298

~~287~~268.3123

Issuer Purchases of Equity Securities

The Company does not have a publicly announced stock repurchase program and we did not repurchase any equity securities during the year ended December 31, ~~2024~~2025.

The Company issues common stock awards under its equity incentive plans. In the consolidated financial statements, the Company treats shares of common stock withheld for tax purposes on behalf of its employees in connection with the vesting or exercise of the awards as common stock repurchases because they reduce the number of shares that would have been issued upon vesting or exercise. These withheld shares of common stock are not considered common stock repurchases pursuant to a Board-authorized common stock repurchase plan.

Item 6. [Reserved]

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of the Company’s consolidated financial condition and results of operations should be read along with the consolidated financial statements and the accompanying notes thereto included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve numerous risks and uncertainties, including, but not limited to, those described in Item 1A, “Risk Factors” and the “Cautionary Statements” section of this Item 7 below. You should review Item 1A “Risk Factors” of this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. The Company has elected to omit discussion of the earliest of the three years covered by the consolidated financial statements presented except for the segment analysis. Information pertaining to fiscal year ~~2022~~2023 results of operations and the year-over-year comparison of changes in our Financial Condition and Results of Operations as of and for the year ended December 31, ~~2023~~2024 and ~~2022~~2023 can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024, filed on February 1512, ~~2024~~2025.

Cautionary Statements

This Annual Report on Form 10-K and the portions of the Company’s Definitive Proxy Statement incorporated by reference in this Annual Report on Form 10-K contain “forward-looking statements.” The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “should,” “may,” “will,” “would” or the negative thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are based on current management expectations and assumptions only as of the date of this Annual Report on Form 10-K. They are not guarantees of future performance and they involve substantial risks and uncertainties that are difficult to predict and that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements.

These risks and uncertainties include, but are not limited to, fluctuations in the demand for semiconductors ~~and the overall volume of semiconductor manufacturing~~; the impact of global economic uncertainty, including volatile financial markets, inflationary pressures and interest rate fluctuations, economic recessions, national debt and bank failures, raw material shortages, supply ~~and labor~~ constraints, and price increases; ~~fluctuations in the Company’s revenues and operating results and their impact on the Company’s stock price;~~ supply chain interruptions and the Company’s dependence on sole, single and limited source suppliers; operational, political and legal risks ofassociated with the Company’s international operations;, ~~the~~including ~~impact~~those ofrelated to geopolitical uncertainty and regional and global instabilities, ~~hostilities~~ and ~~geopolitical uncertainty~~hostilities, including, but not limited to, the ongoing conflicts between Ukraine and Russia, and between Israel and Hamas, as well as the global responses thereto; ~~tariffs, additional taxes, and other protectionist measures resulting from international trade disputes, strained international relations, and changes in foreign and national security policy;~~ export controls, economic sanctions, and similar restrictions; the concentration and consolidation of the Company’s customer base; the Company’s ability to meet rapid demand shifts; the Company’s ability to continue technological innovation and to introduce new products to meet customers’ rapidly changing requirements; manufacturing and other operational disruptions or delays; IT system failures, network disruptions, and cybersecurity risks; tariffs, additional taxes and other protectionist measures resulting from international trade disputes, strained international relations and changes in foreign and national security policy; the risks associated with the use and manufacture of hazardous materials; goodwill impairment; challenges in attracting and retaining qualified personnel; the Company’s ability to protect and enforce intellectual property rights; ITartificial ~~system failures, network disruptions, and cybersecurity risks~~intelligence; the Company’s environmental, social, and governance commitments; legal and regulatory risks, including changes in laws and regulations related to the environment, health and safety, accounting standards, and corporate governance, across the jurisdictions in which the Company operates; changes in taxation or adverse tax rulings; the Company’s ability to effectively implement any organizational changes; the ability to obtain government incentives and the possibility that competitors will benefit from government incentives; the amount and consequences of the Company’s indebtedness, its ability to repay its debt and to obtain future financing, and the Company’s obligations under its current outstanding credit facilities; volatility in the Company’s stock price; the payment of cash dividends and the adoption of future share repurchase programs; challenges associated with a potential change of control; substantial competition; the Company’s ability to identify, complete and integrate acquisitions, joint ventures, divestitures or other similar transactions; the impacts of climate change; and other matters. These risks and uncertainties also include, but are not limited to, the risk factors and additional information described in this Annual Report on Form 10-K under the caption “Risk Factors,” elsewhere in this Annual Report on Form 10-K and in the Company’s other periodic filings. Except as required under the federal securities laws and the rules and regulations of the SEC, the Company undertakes no obligation to update publicly any forward-looking statements or information contained herein, which speak as of their respective dates.

Overview

This overview is not a complete discussion of the Company’s financial condition, changes in financial condition and results of operations; it is intended merely to facilitate an understanding of the most salient aspects of its financial condition and operating performance and to provide a context for the detailed discussion and analysis that follows, and must be read in its entirety in order to fully understand the Company’s financial condition and results of operations.

The Company is a leading supplier of critical advanced materials and process solutions for the semiconductor and other high-technology industries. We leverage our unique breadth of capabilities to ~~help~~provide ~~our~~ customers ~~improve~~with innovative, science-based solutions to their ~~productivity~~toughest technology challenges, ~~product~~helping ~~performance~~improve productivity and ~~technology~~product performance in the most advanced manufacturing environments.

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~~In the fourth quarter of 2024, the Company announced an internal reorganization, combining two complementary divisions into one and realigning its customer facing organization.~~ Our business is ~~now~~ organized and operated in two operating segments ~~as discussed below~~. The current annual and succeeding annual periods will disclose the reportable segments with prior periods recast to reflect the change. These segments share common business systems and processes, technology centers and technology roadmaps.

▪The Materials Solutions segment, or MS, provides materials-based solutions, such as chemical vapor and atomic layer deposition materials, chemical mechanical planarization (“CMP”) slurries and pads, ion implantation specialty gases, formulated etch and clean materials, and other specialty materials that enable our customers to achieve better device performance and faster time to yield, while providing for lower total cost of ownership.

▪The Advanced Purity Solutions segment, or APS, offers filtration, purification and contamination-control solutions that improve customers’ yield, device reliability and cost by ensuring the purity of critical liquid chemistries and gases and the cleanliness of wafers and other substrates used throughout semiconductor manufacturing processes, the semiconductor ecosystem and other high-technology industries.

~~Regulatory~~Global ~~Volatility~~Trade Environment

InRecent ~~light~~and ofcontinuing ~~the~~developments ~~current~~in ~~geopolitical~~U.S. ~~environment,~~and inforeign ~~the~~trade ~~near~~policy ~~term,~~have weheightened ~~anticipate~~global ~~greater~~trade ~~uncertainty~~tensions and ~~inconsistency~~sparked ~~among~~significant ~~the~~uncertainty ~~jurisdictions~~ in ~~which~~macroeconomic weand ~~operate~~geopolitical environments, particularly with respect to ~~policies~~China. ~~and~~The ~~regulations~~nature ~~that~~of ~~affect~~ our global business, ~~including,~~exposes ~~without~~us ~~limitation,~~to risks associated with trade ~~regulations,~~conflicts ~~environmental~~between ~~regulations,~~the ~~labor~~U.S. and ~~immigration~~its ~~regulations~~trading partners. Additionally, ~~tax~~our ~~policies~~manufacturing operations rely on a global supply chain to manufacture our products, ~~tariffs~~including, ~~sanctions~~in ~~and~~some ~~export~~instances, ~~controls~~raw materials from China. ~~This~~The recent tariffs and other similar trade policies may ~~add~~increase ~~additional~~our ~~uncertainty~~sourcing and ~~volatility~~manufacturing costs, force us to ~~business~~find ~~planning~~alternative ~~and~~suppliers, ~~forecasting~~or ~~for~~result usin manufacturing and ~~for~~delivery ~~our customers~~delays. ~~While~~As a result, we ~~continually~~may ~~monitor~~face ~~and~~a ~~explore~~reduction ~~options~~in tothe ~~mitigate~~demand ~~this~~for, ~~volatility~~and ~~through~~in ~~appropriate~~the ~~adjustments~~competitiveness toof, our ~~business~~products, ~~planning~~harm ~~and~~to ~~processes,~~our ~~the~~relationships ~~ultimate~~with ~~impact~~our ~~this~~customers, ~~rapidly~~and ~~evolving~~decreased ~~regulatory~~profitability. ~~environment~~These issues may ~~have~~be onexacerbated by the ~~global~~overall ~~economy,~~macroeconomic ~~supply~~uncertainty ~~chains,~~stemming ~~logistics,~~from ~~raw~~current ~~material~~trade ~~pricing~~tensions which may slow economic growth and ~~our~~negatively ~~business~~impact isthe ~~likely~~demand tofor ~~remain~~products ~~uncertain~~containing semiconductors, thereby decreasing the demand for ~~some~~our ~~time~~products.

Our strategy has been, and will continue to be, to build a resilient and robust supply chain and a global manufacturing footprint near our customers. While this strategy should mitigate the Company from financial and operational impacts of a volatile trade environment in the medium to long term, our business could still be impacted by sudden changes in trade policy in the near term, particularly, for example, our products manufactured in the United States and sold to customers located in China. Given the dynamic nature of this situation, the direct and indirect impact to our customers and our business is difficult to quantify; however, we will continue to closely monitor this evolving situation, further leverage our global footprint and regional supply chain, and explore additional options to mitigate this volatility.

Recent Events

OnIn ~~March~~January 12026, ~~2024~~we completed an assessment of the useful lives of our property, plant and equipment and adjusted the ~~Company~~estimated ~~completed~~useful lives of certain property, plant and equipment to more closely reflect the ~~sale~~expected economic lives of ~~its~~these ~~PIM~~assets. ~~business~~These adjustments followed an analysis of our actual usage of assets, including the technological and physical obsolescence of these assets, our ability to continue to use equipment, historical usage trends, and anticipated capital plans and technology roadmaps, as well as industry trends and practices. ~~The~~Based on this analysis, we determined that the increase in useful lives was warranted and consistent with the Company’s ~~received~~historical ~~net~~and ~~cash~~anticipated ~~proceeds~~use of ~~$256~~these assets.~~2 million.~~ ~~See~~The ~~Note~~updated estimated useful lives of certain assets for financial reporting purposes are as follows: buildings and improvements, 5 to ~~our~~35 ~~consolidated~~years ~~financial~~increased ~~statements~~to ~~for~~5 ~~additional~~to ~~information~~40 years; manufacturing equipment, 5 to 10 years increased 5 to 14 years; canister and cylinder 3 to 12 years increased to 3 to 19 years; molds 3 to 5 years increased to 3 to 9 years and lab equipment, 3 to 8 years increased to 3 to 9 years.

OnThis ~~March~~change ~~28,~~in ~~2024,~~accounting ~~the~~estimate ~~Company~~is ~~and~~effective ~~certain~~beginning ofin ~~its~~fiscal ~~subsidiaries~~year ~~entered~~2026 ~~into~~and ~~Amendment~~is ~~No.~~applied 3prospectively ~~(the~~to ~~“Third Amendment”), with~~ the ~~lenders~~assets ~~party~~on ~~thereto~~our ~~and~~balance ~~Morgan~~sheet ~~Stanley~~as ~~Senior~~of ~~Funding,~~December ~~Inc.~~31, as2025 ~~administrative~~and ~~agent,~~to ~~which~~future ~~amended~~asset ~~the~~purchases. ~~Credit~~Based ~~and~~on ~~Guaranty~~the ~~Agreement,~~carrying ~~dated~~amount as of ~~November~~the 6,assets ~~2018~~included ~~(as~~in ~~amended~~property, plant and ~~restated~~equipment, asnet ofin ~~July~~our 6,Consolidated ~~2022~~Balance ~~and~~Sheet as ~~subsequently amended on each~~ of ~~March~~December 1031, ~~2023 and September 11~~2025, ~~2023,~~we ~~the~~expect ~~“Existing~~total ~~Credit~~depreciation ~~Agreement”),~~expense byin ~~and~~2026 ~~among~~to ~~the~~be ~~Company,~~reduced asby ~~borrower,~~$72.9 ~~certain~~million. ~~subsidiaries~~We ofexpect ~~the~~this ~~Company~~change ~~party~~will ~~thereto,~~result asin ~~guarantors,~~an ~~the~~increase ~~lenders~~in ~~party~~gross ~~thereto,~~margin ~~and~~of ~~Morgan~~approximately ~~Stanley~~$52.4 ~~Senior Funding~~million, ~~Inc.,~~a asdecrease ~~administrative~~in ~~agent~~ER&D ~~and~~expenses ~~collateral~~of ~~agent~~approximately $11.4 ~~See~~million ~~Note~~and 10a todecrease ~~our~~in ~~consolidated~~ending ~~financial~~inventory ~~statements~~values ~~for~~of ~~additional~~$9.1 ~~information~~million.

On December 3, 2024, the Company and the U.S. Department of Commerce entered into a definitive agreement providing for up to $77.0 million in direct funding to the Company under the CHIPS and Science Act of 2022. This funding will support the development of a facility in Colorado Springs, Colorado, which will produce products for the Company’s APS segment. See Note 21 to our consolidated financial statements for additional information.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these consolidated financial statements requires the Company to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. At each balance sheet date, management evaluates its estimates, including, but not limited to, those related to long-lived assets (property, plant and equipment, and identified intangible assets), goodwill and income taxes. The Company bases its estimates on historical experience and various other assumptions that management believes to be reasonable under the circumstances. Management’s utilization of different judgments or estimates could result in material differences in the amount and timing of the Company’s results of operations for any period. In addition, actual results could be different from the Company’s current estimates, possibly resulting in increased future charges to earnings.35

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Our critical accounting policies that are most significantly affected by estimates, assumptions and judgments used in the preparation of the Company's consolidated financial statements relate to business acquisitions and are discussed below. See Note 1 to the Company’s consolidated financial statements for additional information about the Company’s other significant accounting policies.

Goodwill

Goodwill is tested for impairment annually as of August 31. If circumstances change during interim periods between annual tests that would more likely than not reduce the fair value of a reporting unit below its carrying value, the Company will test goodwill for impairment. Factors that would necessitate an interim goodwill impairment assessment include a sustained decline in the Company's stock price, effects on a reporting unit such as a change in the composition or carrying amounts of its net assets, prolonged negative industry or economic trends, or significant under-performance relative to expected, historical or projected future operating results. ~~Management~~We ~~uses~~allocate ~~judgment~~goodwill to ~~determine~~reporting ~~whether~~units toat ~~use~~the atime ~~qualitative~~of ~~analysis~~acquisition or awhen ~~quantitative~~there ~~fair~~is ~~value~~a ~~measurement~~change ~~for~~in ~~its~~the ~~goodwill~~reporting ~~impairment~~structure ~~testing.~~and ~~The~~base ~~Company's~~that ~~fair~~allocation ~~value~~on ~~measurement~~which ~~approach~~reporting ~~combines~~units ~~the~~will ~~income~~benefit ~~and~~from ~~market~~the ~~valuation~~acquired ~~techniques~~assets ~~for~~and ~~each~~liabilities. ofReporting ~~the Company’s reporting~~ units ~~that~~are ~~carry~~defined ~~goodwill.~~as ~~These~~operating ~~valuation~~segments ~~techniques~~or ~~use~~one ~~estimates~~level ~~and~~below ~~assumptions~~an ~~including~~operating segment, ~~but~~referred ~~not limited~~ to, ~~the~~as ~~determination~~a ofcomponent. ~~appropriate~~The ~~market~~Company ~~comparable,~~has ~~projected~~defined ~~future~~its ~~cash~~reporting ~~flows~~units ~~(including~~as ~~timing~~its ~~and~~operating ~~profitability)~~segments, ~~the~~MS ~~discount~~and ~~rate~~APS ~~reflecting~~as ~~the~~disclosed ~~risk inherent~~ in ~~future~~Note ~~cash~~20 ~~flows,~~to ~~the~~our ~~perpetual~~consolidated ~~growth~~financial ~~rate, and projected future economic and market conditions~~statements.

IfManagement uses judgment to determine whether to use a ~~reporting~~qualitative ~~unit~~analysis ~~fails~~or ~~the~~a quantitative fair value measurement for its goodwill impairment ~~test~~testing. For the year ended December 31, ~~impairment~~2025, ~~expense~~the isCompany ~~immediately~~determined ~~recorded~~to asutilize a qualitative analysis for the ~~difference~~APS ~~between~~reporting unit and a quantitative analysis for the MS reporting unit’. The MS reporting unit's fair value was estimated using an equal weighting of the income and ~~carrying~~market valuation approaches. The Company's fair value ~~not~~measurement toapproach ~~exceed~~combines the ~~amount~~income and market valuation techniques for each of the Company’s reporting units that carry goodwill. ~~recorded~~These valuation techniques use estimates and assumptions including, but not limited to, the determination of appropriate market comparable, projected future revenue growth and gross margins, the discount rate reflecting the risk inherent in future cash flows, the terminal growth rate, and projected future economic and market conditions. Based upon a sensitivity analysis the Company performed, a 50 basis point change in the projected compound annual revenue growth rate, gross margins, discount rate, or terminal growth rate assumption would not result in an impairment in the MS reporting unit.

If a reporting unit fails the quantitative impairment test, impairment expense is immediately recorded as the difference between the reporting unit’s fair value and carrying value not to exceed the amount of goodwill recorded. We recorded no impairment charges related to goodwill during the fiscal years ended December 31, 2025 and 2024. Adverse changes in the future could reduce the underlying cash flows used to estimate the reporting unit fair values and could result in a further decrease in fair value that could trigger a future impairment charge of the goodwill balance.

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Results of Operations

Year ended December 31, ~~2024~~2025 compared to year ended December 31, ~~2023~~2024

The following table sets forth the results of operations and the relationship between various components of operations, stated as a percent of net sales, for 2025 and 2024.

(Dollars in thousands)	2024				2023
(Dollars in millions)	2025				2024
			% of net sales				% of net sales
Net sales	$	3,~~241,208~~196.6	100.0	%	$	3,~~523,926~~241.2	100.0	%
Cost of sales	1,~~754,489~~776.7		5455.16		21,~~026,321~~754.5		5754.51
Gross profit	1,~~486,719~~419.9		4544.94		1,~~497,605~~486.7		4245.59
Selling, general and administrative expenses	~~446,567~~450.6		1314.81		~~576,194~~446.6		1613.48
Engineering, research and development expenses	~~316,111~~329.0		910.83		~~277,313~~316.1		7.9.8
Amortization of intangible assets	~~190,119~~184.4		5.98		~~214,477~~190.1		65.19
Goodwill impairment	—		—		115,217		3.3
Operating income	455.9		14.3		533.9		16.5
Gain on termination of Alliance Agreement	—		—		(184,754)		(5.2)
Interest expense	199.8		6.3		215.2		6.6
Operating income	533,922		16.5		499,158		14.2
Interest income	(7.9)		(0.2)		(7.3)		(0.2)
Interest expense	215,217		6.6		312,378		8.9
Other expense, net	9.4		0.3		4.0		0.1
Interest income	(7,368)		(0.2)		(11,257)		(0.3)
Income before income taxes	254.6		8.0		322.0		9.9
Other expense, net	4,021		0.1		25,367		0.7
Income tax expense	18.0		0.6		28.3		0.9
Income before income taxes	322,052		9.9		172,670		4.9
Equity in net loss of affiliates	1.0		—		0.9		—
Income tax expense (benefit)	28,332		0.9		(8,413)		(0.2)
Net income	$	235.6	7.4		$	292.8	9.0
Equity in net loss of affiliates	933		—		414		—
Net income	$	292,787	9.0		$	180,669	5.1

Net sales For ~~2024~~2025, net sales were $3,~~241~~196.26 million, decreased by $~~282~~44.76 million, or 81%, from ~~2023~~2024. An analysis of the factors underlying the decrease in net sales is presented in the following table:


(In millions)
Net sales in 2024	$	3,241.2
Decrease associated with divestiture	(33.9)
Decrease mainly associated with volume	(14.2)
Increase associated with effect of foreign currency translation	3.5
Net sales in 2025	$	3,196.6

As described in the table above, the decrease in net sales was primarily attributable to (i) the absence of $33.9 million in sales associated with the divested PIM business and (ii) a reduction of $14.2 million of sales mainly due to decreased semiconductor market demand compared to the year ago period ended December 31, 2024. These sales were partially offset by an increase of $3.5 million of sales attributable to favorable foreign currency translation effects, primarily related to the strengthening of the Taiwanese dollar, Japanese yen and euro relative to the U.S. dollar compared to the year ago period ended December 31, 2024.

Sales percentage on a geographic basis for 2025 and 2024 and the percentage increase (decrease) in sales for 2025 compared to sales for 2024 were as follows:


	Year ended
	December 31, 2025		December 31, 2024		Percentage increase (decrease) in sales
North America	18	%	21	%	(16)	%
Taiwan	23	%	20	%	11	%
China	21	%	21	%	(2)	%
South Korea	13	%	13	%	2	%
Japan	10	%	10	%	3	%
Europe	7	%	8	%	(13)	%
Southeast Asia	8	%	7	%	10	%

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(In thousands)
Net sales in 2023	$	3,523,926
Decrease associated with divestitures	(434,241)
Decrease associated with effect of foreign currency translation	(23,400)
Increase mainly associated with volume	174,923
Net sales in 2024	$	3,241,208

The decrease in sales to customers in North America primarily relates to the absence of sales from the divested PIM business and from decreased demand for our MS and APS products. The increase in sales to customers in Taiwan primarily relates to increased demand for our MS and APS products. The decrease in sales to customers in China primarily relates to decreased demand for our APS products, partially offset by increased demand for our MS products. The increase in sales to customers in South Korea primarily relates to increased demand for our MS and APS products. The increase in sales to customers in Japan primarily relates to increased demand for our MS products, partially offset by decreased demand for our APS products. The decrease in sales to customers in Europe primarily relates to decreased demand for our MS and APS products. The increase in sales to customers in Southeast Asia primarily relates to increased demand for our MS and APS products.

As described in the table above, the decrease in net sales was primarily attributable to (i) the absence of sales totaling $434.2 million associated with divested businesses and (ii) a reduction of $23.4 million attributable to unfavorable foreign currency translation effects, primarily related to the weakening of the Japanese yen relative to the U.S. dollar compared to the year ago period ended December 31, 2023. These declines were partially offset by an increase of $174.9 million of sales due to increased semiconductor market demand compared to the year ago period ended December 31, 2023.

	Year ended
	December 31, 2024		December 31, 2023		Percentage increase (decrease) in sales
North America	21	%	25	%	(25)	%
Taiwan	20	%	17	%	12	%
China	21	%	16	%	18	%
South Korea	13	%	13	%	(6)	%
Japan	10	%	10	%	(16)	%
Europe	8	%	11	%	(32)	%
Southeast Asia	7	%	7	%	(12)	%

The decrease in sales to customers in North America primarily relate to the absence of sales from divested businesses. The increase in sales to customers in Taiwan primarily relates to increased demand for our APS products. The increase in sales to customers in China primarily relates to increased demand for our MS and APS products. The decrease in sales to customers in South Korea primarily relates to decreased demand for our MS and APS products. The decrease in sales to customers in Japan primarily relates to decreased demand for our APS products, partially offset by increased demand for our MS products. The decrease in sales to customers in Europe primarily relate to the absence of sales from divested businesses. The decrease in sales to customers in Southeast Asia primarily relates to the absence of sales from divested businesses, partially offset by increased demand for our MS products.

Gross margin

The following table sets forth gross margin as a percentage of net sales:

	2024		2023		Percentage point change
	2025		2024		Percentage point change
Gross margin as a percentage of net sales:	4544.94	%	4245.59	%	3(1.45)

Gross margin ~~increased~~decreased by 31.45% for ~~2024~~2025 compared to ~~2023~~2024. Gross margin ~~increased~~decreased primarily due to ~~the~~plant ~~positive~~performance ~~impact of the divested businesses~~ and ~~improved~~higher ~~plant~~depreciation ~~performance~~expense.

Selling, general and administrative expenses

Selling, general and administrative (“SG&A”) expenses consist primarily of payroll and related expenses for the sales and administrative staff, professional fees (including accounting, legal and technology costs and expenses), and sales and marketing costs. SG&A expenses for ~~2024~~2025 ~~decreased~~increased $~~129~~4.60 million, or 221%, to $~~446~~450.6 million from $~~576~~446.26 million in ~~2023~~2024.

An analysis of the factors underlying the ~~decrease~~increase in SG&A expenses is presented in the following table:


(In millions)
Selling, general and administrative expenses in 2024	$	446.6
Restructuring costs, see Note 15 to the Company’s Consolidated Financial Statements	18.8
Loss on sale of divested business in 2025	10.9
Gain on sale of PIM business in 2024	4.3
Impairment on long-lived assets in 2024, see Note 3 to the Company’s Consolidated Financial Statements	(13.0)
Professional fees	(9.7)
Employee costs (excluding restructuring costs of $3.1 included in the line above)	(3.9)
Other decreases, net	(3.4)
Selling, general and administrative expenses in 2025	$	450.6

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(In thousands)
Selling, general and administrative expenses in 2023	$	576,194
Integration, deal and transaction costs, mainly due to CMC Materials acquisition	(53,158)
Loss on sales of EC and QED businesses in 2023	(23,839)
Employee costs, mainly driven by divested businesses	(17,991)
Impairment on long-lived assets, see Note 3 to the Company’s Consolidated Financial Statements	(17,497)
Depreciation expense	(7,919)
Gain on sale of PIM business in 2024	(4,311)
Other decreases, net	(4,912)
Selling, general and administrative expenses in 2024	$	446,567

Engineering, research and development expenses

Engineering, research and development (“ER&D”) expenses consist of expenses for the support of current product lines and the development of new products and manufacturing technologies. These expenses were $~~316~~329.10 million in ~~2024~~2025 and $~~277~~316.31 million in ~~2023~~2024.

An analysis of the factors underlying the increase in ER&D expenses is presented in the following table:

(In thousands)
(In millionss)
Engineering, research and development expense in 2023	$	277,313
Engineering, research and development expense in 2024	$	316.1
Employee costs	14,874
Depreciation expense	4.7
Project related costs	~~11,411~~4.0
Depreciation expense	8,013
Restructuring costs, see Note 15 to the Company’s consolidated financial statements	3.1
Other increases, net	~~4,500~~1.1
Engineering, research and development expense in 2024	$	316,111
Engineering, research and development expense in 2025	$	329.0

The Company’s overall ER&D efforts will continue to focus on developing and improving its technology platforms to support the semiconductor ecosystem and identifying and developing products for new applications. The Company often works directly with its customers to address their needs.

Amortization of intangible assets Amortization of intangible assets was $190.1 million in 2024 compared to $214.5 million for 2023. The decrease primarily reflects the absence of amortization for certain identifiable intangible assets acquired in previous acquisitions that became fully amortized and the intangible assets disposed of as part of the EC disposition.38

Goodwill impairment The Company recorded no goodwill impairment charges in 2024 and $115.2 million in 2023. See Note 3 to the Company’s consolidated financial statements for further discussion.

Gain on termination of alliance agreement In connection with the termination of the alliance agreement, the Company recognized a pre-tax gain, net of $184.8 million in 2023. See Note 5 to the Company’s consolidated financial statements for further discussion.

Interest expense Interest expense was $215.2 million in 2024 and $312.4 million in 2023. Interest expense includes interest associated with debt outstanding and the amortization of debt issuance costs associated with such borrowings. The decrease reflects lower interest expense related to lower average debt balances for the period due to repayments on the Company’s outstanding debt.

Interest income Interest income was $7.4 million in 2024 and $11.3 million in 2023. The decrease primarily reflects lower average cash balances.

Other expense, net Other expense, net, was $4.0 million in 2024 compared to $25.4 million in 2023.

In 2024, other expense, net consisted mainly of loss of extinguishment and modification of debt of $14.3 million associated with the repayments and the Third Amendment on the Company’s senior secured term loan facility (see Note 10 to the Company’s consolidated financial statements) and foreign currency transaction losses of $7.7 million, partially offset by a gain of $20.0 million related to the settlement of patent infringement litigation.

In 2023, other expense, net consisted mainly of loss of extinguishment and modification of debt of $29.9 million associated with the repayments on the Company’s bridge credit facility and senior secured term loan facility and the amendments of the

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~~Company’s~~Amortization ~~Existing~~of ~~Credit~~intangible ~~Agreement~~assets ~~and~~Amortization ~~foreign~~of ~~currency~~intangible ~~transaction~~assets ~~losses~~was of $5184.74 million, ~~partially~~in ~~offset~~2025 bycompared ~~net~~to ~~proceeds~~$190.1 ~~received~~million offor ~~$10~~2024.9 ~~million~~The ~~resulting~~decrease ~~from~~primarily reflects the ~~termination~~absence of ~~the~~amortization ~~definitive~~for ~~agreement~~certain ~~with~~identifiable ~~Infineum~~intangible ~~related~~assets toacquired ~~the~~in ~~PIM~~previous ~~business~~acquisitions that became fully amortized.

~~Income~~Interest ~~tax~~ expense ~~The~~Interest ~~Company~~expense ~~recorded~~was ~~income~~$199.8 ~~tax~~million ~~expense~~in of2025 and $28215.32 million in 2024. ~~compared~~Interest toexpense anincludes ~~income~~interest ~~tax~~associated ~~benefit~~with debt outstanding and the amortization of ~~$8.4~~debt ~~million~~issuance incosts ~~2023~~associated with such borrowings. The ~~Company’s~~decrease ~~effective~~reflects ~~tax~~lower ~~rate~~interest ~~was~~expense ~~8.8%~~related into ~~2024~~lower ~~compared~~average todebt anbalances ~~effective~~for ~~tax~~the ~~rate~~period ofdue ~~(4.9)%~~to inrepayments ~~2023~~on the Company’s outstanding debt.

~~The~~Interest ~~change~~income inInterest ~~the~~income ~~effective~~was ~~tax~~$7.9 ~~rate~~million ~~from~~in ~~2023~~2025 ~~to 2024 primarily relates to the integration of the CMC acquisition~~ and, ~~discrete~~$7.3 ~~divestiture~~million ~~activity that occurred~~ in ~~2023~~2024. ~~Additionally,~~The ~~the~~increase ~~tax~~primarily ~~rate~~reflects ~~was~~higher ~~lower~~average incash ~~2023~~balances ~~due~~at toour ~~changes in U.S. tax regulations pertaining to~~ foreign ~~tax credits~~subsidiaries.

~~Net~~Other ~~income~~expense, ~~Net~~net ~~income~~Other ~~was~~expense, ~~$292.8 million~~net, orwas $19.934 ~~per~~million ~~diluted share,~~ in ~~2024~~2025 compared to ~~net income of~~ $~~180~~4.7 0 million, ~~or $1.20 per diluted share,~~ in ~~2023~~2024. ~~The increase reflects the Company’s aforementioned operating results described in greater detail above.~~

In 2025, other expense, net consisted mainly of loss of extinguishment of debt of $3.2 million associated with the repayments on the Company’s senior secured term loan facility (see Note 9 to the Company’s consolidated financial statements) and foreign currency transaction losses of $7.1 million.

In 2024, other expense, net consisted mainly of loss of extinguishment and modification of debt of $14.3 million associated with the repayments and the Third Amendment on the Company’s senior secured term loan facility (see Note 9 to the Company’s consolidated financial statements) and foreign currency transaction losses of $7.7 million, partially offset by a gain of $20.0 million related to the settlement of patent infringement litigation.

Income tax expense The Company recorded income tax expense of $18.0 million in 2025 compared to income tax expense of $28.3 million in 2024. The Company’s effective tax rate was 7.1% in 2025 compared to an effective tax rate of 8.8% in 2024.

The decrease in the effective tax rate from 2024 to 2025 primarily relates to lower income and the release of unrecognized tax benefits resulting from the expiration of applicable statute of limitations. This benefit was partially offset by an increase in discrete tax expense recorded associated with share-based compensation and the enactment of the One Big Beautiful Bill Act.

Net income Net income was $235.6 million, or $1.55 per diluted share, in 2025 compared to net income of $292.8 million, or $1.93 per diluted share, in 2024. The decrease reflects the Company’s aforementioned operating results described in greater detail above.

Non-GAAP Financial Measures Information The Company’s consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States. The Company also utilizes certain non-GAAP financial measures as a complement to financial measures provided in accordance with GAAP in order to better assess and reflect trends affecting the Company’s business and results of operations. See “Non-GAAP Information” included below in this section for additional detail, including the reconciliation of the Company’s non-GAAP measures to the most directly comparable GAAP measures.

The Company’s non-GAAP financial measures include Adjusted EBITDA and Adjusted Operating Income, together with related percentage changes, and Non-GAAP Earnings Per Share, or EPS.

	Year ended
(In thousands)	December 31, 2024			December 31, 2023			Percent change
(In millions)	December 31, 2025			December 31, 2024			Percent change
Adjusted Operating Income	$	~~742,954~~680.9		$	~~769,672~~743.0		(38.54)	%
Adjusted Operating Margin - as a % of net sales	2221.93		%	2122.89		%
Adjusted EBITDA	$	~~931,074~~886.2		$	~~942,355~~931.1		(14.28)	%
Adjusted EBITDA - as a % of net sales	2827.7		%	2628.7		%
Non-GAAP EPS	$	32.0075		$	23.6400		13(8.63)	%

The decreases in Adjusted Operating Income and Adjusted EBITDA in ~~2024~~2025 compared to ~~2023~~2024 are generally attributable to decreased ~~net~~gross ~~sales~~profit and ~~gross~~the ~~profit~~absence ~~due~~of tosegment ~~divested~~profit ~~businesses~~associated ~~and~~with ~~higher~~the ~~operating~~divested ~~expenses~~PIM business. The ~~increase~~decrease in Non-GAAP EPS in ~~2024~~2025 compared to ~~2023~~2024 is primarily attributable to ~~lower~~decreased ~~interest~~gross ~~expense,~~profit ~~partially~~and ~~offset~~the byabsence ~~the~~of ~~decreases~~segment ~~noted~~profit ~~above~~associated ~~for~~with ~~Adjusted~~the ~~Operating~~divested ~~Income~~PIM ~~and~~business, ~~Adjusted~~partially ~~EBITDA~~offset by lower interest expense.

Segment Analysis

InThe ~~the~~Company ~~fourth~~reports ~~quarter of 2024, in order to align~~ its ~~segment~~ financial ~~reporting~~performance ~~with~~based aon ~~change in its business structure, the Company realigned its segments. Following the segment realignment, the Company’s~~ two reportable segments ~~are Materials Solutions and Advanced Purity Solutions~~. ~~Accordingly, our segment information was restated retroactively in the fourth quarter of fiscal year 2024. The segment realignment had no impact on the Materials Solutions segment financial reporting.~~ See Note 20 to the consolidated financial statements for additional information on the Company’s two segments.

4039

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The following table and discussion reflects the results of operations of the Company’s two reportable segments for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023.

(In thousands)

2024

2023

2022

(In millions)

2025

2024

2023

Materials Solutions

Net sales

1,~~400,082~~406.7

1,~~689,467~~400.1

1,~~380,208~~689.5

Segment profit

~~286,220~~276.6

~~296,375~~286.2

~~219,189~~296.4

Advanced Purity Solutions

Net sales

1,~~850,199~~799.1

1,~~846,596~~850.2

1,~~913,985~~846.6

Segment profit

~~496,131~~426.4

~~531,448~~496.1

~~595,213~~531.4

Unallocated general and administrative expenses

~~58,310~~62.7

~~114,188~~58.3

~~190,468~~114.1

Materials Solutions (MS)

For ~~2024~~2025, MS net sales ~~decreased~~increased to $1,~~400~~406.17 million, ~~down~~up ~~17%~~ from $1,~~689~~400.51 million in ~~2023~~2024. The sales ~~decrease~~increase was driven ~~primarily~~ by ~~the~~increased ~~absence~~sales offrom ~~$434.2~~CMP ~~million~~consumables, inselective ~~sales~~etch ~~associated~~and ~~with~~deposition ~~divested~~materials, ~~businesses~~partially ~~included~~offset inby the ~~prior~~absence ~~year~~of ~~sales,~~$33.9 ~~partially~~million ~~offset~~in byprior-year ~~increased~~ sales from ~~CMP~~the ~~consumables,~~divested ~~advanced~~PIM ~~deposition~~business ~~materials~~ and ~~selective~~decreased ~~etching~~sales from advanced materials products.

MS reported a segment profit of $~~286~~276.26 million for ~~2024~~2025, down 3% compared to $~~296~~286.42 million in ~~2023~~2024. The decrease was primarily associated with (1) the ~~absence~~net ofimpact arelated ~~$184.8~~to ~~million~~the ~~gain~~divested ~~resulting~~PIM ~~from~~business ~~the termination~~ of ~~the~~$14.5 ~~alliance~~million ~~agreement with MacDermid Enthone in 2023,~~ (2) ~~the~~loss ~~absence~~on sale of ~~segment profit associated with divested businesses~~small, ~~partially~~industrial ~~offset~~specialty ~~with~~chemicals ~~(3)~~business ~~the absence~~ of ~~a goodwill impairment charge of~~ $~~115~~10.29 million, and (43) ~~the~~lower ~~absence~~plant ofperformance, ~~$23.8~~partially ~~million~~offset ~~loss~~with ~~on sale of business and held-for-sale in 2023,~~ (54) a decrease of a $1713.50 million of impairment charges related to the long-lived assets of athe ~~small,~~aforementioned industrial specialty chemicals business in ~~2023,~~2024 ~~(6) a $4.3 million gain associated with sale of the PIM business,~~ and (75) ~~improved~~higher ~~plant~~sales ~~performance~~volume.

For 2023, MS net sales increased to $1,689.5 million, up 22% from $1,380.2 million in 2022. The sales increase primarily reflects the inclusion of sales of $537.8 million attributed to acquisitions, primarily of CMC Materials, and also reflects modestly improved sales of advanced deposition materials, formulated cleans, selective etch and specialty coating products.

MS reported a segment profit of $296.4 million for 2023, up 35% compared to $219.2 million in 2022. The increase in MS’s profit in 2023 was primarily due to the segment profit attributed to the CMC Materials acquisition, partially offset by unfavorable product mix and a $61.9 million charge for a fair value write-up resulting from the sale of acquired CMC Materials inventory.

Advanced Purity Solutions (APS)

For ~~2024~~2025, APS net sales ~~are~~decreased ~~approximately~~to ~~flat~~$1,799.1 atmillion, down 3% $1,850.2 million in 2024. The sales decrease was mainly due to a decline in facilities-based capital expenditure investments in the semiconductor industry, ~~compared~~which led to $1decreased demand for our fluid handling products and FOUPs,~~846.6~~ ~~million~~partially offset by an increase in ~~2023~~sales from gas and liquid filtration products.

APS reported a segment profit of $~~496~~426.14 million for ~~2024~~2025, down 714% compared to $~~531~~496.41 million in ~~2023~~2024. The decrease in APS’s profit in ~~2024~~2025 was primarily due to ~~increased~~lower ~~costs~~sales, ~~associated~~unfavorable ~~with~~plant ~~the~~performance, ~~ramp~~higher updepreciation ofexpense ~~our~~and ~~new~~higher ~~manufacturing~~restructuring ~~facility~~costs inof ~~Taiwan~~$21.9 ~~and higher operating expenses~~million.

For 2023, APS net sales decreased to $1,846.6 million, down 4% from $1,914.0 million in 2022. The sales decrease was primarily due to lower sales from our microenvironment solutions products, partially offset by improved sales from our liquid filtration products.

APS reported a segment profit of $531.4 million for 2023, down 11% compared to $595.2 million in 2022. The decrease in APS’s profit in 2023 was primarily due to lower sales, lower factory performance, increased costs associated with our new manufacturing facility in Taiwan and increased investment in research and development.

Unallocated general and administrative expenses

Unallocated general and administrative expenses for ~~2024~~2025 totaled $5862.37 million compared to $~~114~~58.23 million for ~~2023~~2024. The $554.94 million ~~decrease~~increase is primarily due to aan ~~$53.2 million~~increase ~~decrease~~ in ~~deal,~~employee ~~transaction and integration~~ costs ~~related to the acquisition of CMC Materials~~.

Unallocated general and administrative expenses for 2023 totaled $114.2 million compared to $190.5 million for 2022. The $76.3 million decrease is primarily due to a $95.7 million decrease in deal, transaction and integration costs related to the acquisition of CMC Materials, partially offset by an increase in employee costs of $14.1 million.

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Liquidity and Capital Resources

We consider the following when assessing our liquidity and capital resources:

(In thousands)	December 31, 2024		December 31, 2023
(In millions)	December 31, 2025		December 31, 2024
Cash and cash equivalents	$	~~329,213~~360.4	$	~~456,929~~329.2
Working capital	1,~~091,126~~149.6		1,~~463,332~~091.1
Total debt	3,~~981,105~~697.6		43,~~577,141~~981.1

The Company has historically financed its operations and capital requirements through cash flow from its operating activities, long-term loans, lease financing and borrowings under domestic and international short-term lines of credit.

Based on our analysis, we believe our existing balances of domestic cash and cash equivalents and our currently anticipated operating cash flows will be sufficient to meet our cash needs arising in the ordinary course of business for the next twelve months and for the longer term.

We may seek to take advantage of opportunities to raise additional capital through additional debt financing or through public or private sales of securities. If in the future our available liquidity is not sufficient to meet the Company’s operating and debt service obligations as they come due, management would need to pursue alternative arrangements through additional equity or debt financing in order to meet the Company’s cash requirements. There can be no assurance that any such financing would be available on commercially acceptable terms, or at all. During ~~2024~~2025, we did not experience difficulty accessing capital and credit markets, but future volatility in the capital and credit markets may increase costs associated with issuing debt instruments or affect our ability to access those markets. In addition, it is possible that our ability to access the capital and credit markets could be limited at a time when we would like, or need, to do so, which could have an adverse impact on our ability to refinance maturing debt and/or react to changing economic and business conditions.

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markets, but future volatility in the capital and credit markets may increase costs associated with issuing debt instruments or affect our ability to access those markets. In addition, it is possible that our ability to access the capital and credit markets could be limited at a time when we would like, or need, to do so, which could have an adverse impact on our ability to refinance maturing debt and/or react to changing economic and business conditions.

In summary, our cash flows for each period were as follows:

(In thousands)

Year ended December 31, 2024

Year ended December 31, 2023

(In millions)

Year ended December 31, 2025

Year ended December 31, 2024

Net cash provided by operating activities

~~631,721~~695.4

~~644,476~~631.7

Net cash (used in) provided by investing activities

(67,079)

553,071

Net cash used in investing activities

(300.8)

(67.1)

Net cash used in financing activities

(~~688,987~~366.9)

(~~1,297,543~~688.9)

Decrease in cash, cash equivalents and restricted cash

(127,716)

(106,510)

Increase (decrease) in cash and cash equivalents

31.2

(127.7)

Operating activities

Cash provided by operating activities is net income adjusted for certain non-cash items and changes in assets and liabilities.

Compared to ~~2023~~2024, the $1263.87 million ~~decrease~~increase in cash provided by operating activities in ~~2024~~2025 was primarily driven by $~~174~~101.56 million of changes in operating assets and liabilities, partially offset by a $~~161~~37.79 million ~~increase~~decrease of net income adjusted for non-cash reconciling items.

Changes in operating assets and liabilities were driven by changes in trade accounts and notes receivable, inventories and ~~accounts~~income taxes payable and ~~accrued~~refundable ~~liabilities~~income taxes. The change for trade receivables was mainly due to ~~increased~~timing ~~sales at the end~~ of ~~the period~~collections. The change for inventory was driven by ~~increased~~decreased business activity. The change ~~for~~in ~~accounts~~income tax payable and ~~accrued~~refundable ~~liabilities~~incomes ~~was~~taxes ~~driven~~is byprimarily ~~timing~~due ofto higher income tax payments.

Investing activities

Investing cash flows consist primarily of capital expenditures, cash used for acquisitions, proceeds and payments from sales of businesses and proceeds from sales of property and equipment.

InNet ~~2024,~~cash ~~there~~used in investing activities was $67300.18 million ofin 2025 compared to net cash ~~used~~provided inby investing activities ~~compared to~~ $~~553~~67.1 million cash ~~provided~~used byin investing activities in ~~2023. The decrease in~~ 2024, ~~resulted~~ primarily ~~from~~reflecting ~~less~~lower proceeds from divestitures of $~~564~~257.25 million ~~and the absence of net proceeds from the termination of the alliance agreement of $191.2 million~~, partially offset by a $~~141~~16.24 million decrease in capital expenditures ~~compared~~and to$8.2 ~~the~~million ~~prior~~of ~~year~~proceeds from government incentives.

Acquisition of property and equipment totaled $315.6 million in 2024, which primarily reflected investments in facilities, equipment and tooling, compared to $456.8 million in 2023, which also primarily reflected investments in facilities, equipment and tooling. Capital expenditures in 2024 included spending related to our previously announced investment in our KSP site and new manufacturing facility in Colorado Springs, Colorado.

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Financing activities

Financing cash flows consist primarily of ~~repurchases of common stock,~~ payment of dividends to stockholders, issuance and repayment of short-term and long-term debt, and proceeds from the sale of shares of common stock through employee equity incentive plans.

In ~~2024~~2025, there was $~~689~~366.09 million of cash used in financing activities compared to $~~1,297~~688.59 million cash used in financing activities in ~~2023~~2024. The change in ~~2024~~2025 was primarily due to decreased net debt activity of $~~635~~323.98 million compared to the prior year. ~~See Note 10 to the Company’s consolidated financial statements for further discussion of the debt financing that occurred during the year.~~

The Company’s total dividend payments were $60.68 million in ~~2024~~2025 compared to $60.26 million in ~~2023~~2024. The Company has paid a cash dividend in each quarter since the fourth quarter of 2017. On January 1514, ~~2025~~2026, the Company’s board of directors declared a quarterly cash dividend of $0.10 per share to be paid on February 1918, ~~2025~~2026 to shareholders of record as of January 2928, ~~2025~~2026.

Other Liquidity and Capital Resources Considerations

Debt at par value outstanding

(In thousands)	December 31, 2024		December 31, 2023
(In millions)	December 31, 2025		December 31, 2024
Senior secured term loan due 2029 at 4.71% (1)	$	750,000	$	1,373,774
Senior secured term loan due 2029 at 4.88% (1)	$	450.0	$	750.0
Senior secured notes due 2029 at 4.75%	1,600~~,000~~.0		1,600~~,000~~.0
Senior unsecured notes due 2030 at 5.95%	895~~,000~~.0		895~~,000~~.0
Senior unsecured notes due 2029 at 3.625%	400~~,000~~.0		400~~,000~~.0
Senior unsecured notes due 2028 at 4.375%	400~~,000~~.0		400~~,000~~.0
Revolving facility due 2027 at 6.07% (2)	—		—
Revolving facility due 2027 (2)	—		—
Total debt (par value)	$	43,~~045,000~~745.0	$	4,~~668,774~~045.0

(1) The Company entered into a floating-to-fixed swap contract on its variable rate debt under our senior secured term loan facility due 2029. The effective interest rate after consideration of this floating-to-fixed swap contract was 4.71%. Refer to Note 12 for a description of our interest rate swap contract. 41

(2) Our senior secured revolving credit facility due 2027 (the “Revolving Facility”) bears interest at a rate per annum equal to SOFR, plus an applicable margin of 1.75%. The Revolving Facility has commitments of $575.0 million.

On March 28, 2024, the Company amended its Existing Credit Agreement. The Third Amendment provides for, among other things, the refinancing of the Company’s outstanding term loans B under the Term Loan Facility in an aggregate principal amount of $955.0 million with a new tranche of term loans B in an aggregate principal amount of $955.0 million. The amended loans bear interest at a rate per annum equal to, at the Company’s option, either (i) the SOFR plus an applicable margin of 1.75%, which is a reduction from the applicable margin of 2.50% prior to the amendment, or (ii) a base rate plus an applicable margin of 0.75%, which is a reduction from the applicable margin of 1.50% prior to the amendment. In connection with the Third Amendment, the Company made a payment of $354.5 million on the term loans B. See Note 10 to our consolidated financial statements for further discussion.

During the fiscal year 2024, the Company repaid $623.8 million net of borrowings under the term loans B under the Term Loan Facility.

Through December 31, 2024, the Company was in compliance with all applicable financial covenants included in the terms of its debt arrangements.

The Company has commitments under the Revolving Facility of $575.0 million. The Revolving Facility bears interest at a rate per annum equal to, at the Company’s option, either a base rate (such as prime rate) or SOFR, plus, in each case, an applicable margin. During the twelve months ended December 31, 2024, the Company borrowed and repaid $140.0 million under this Revolving Facility and no balance was outstanding at December 31, 2024.

The Company also has a line of credit with one bank that provides for borrowings of Japanese yen for the Company’s Japanese subsidiary equivalent to an aggregate of approximately $6.4 million. There were no outstanding borrowings under this line of credit and no balance was outstanding at December 31, 2024.

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(1) Our senior secured term loan due 2029 bears interest rate at a rate per annum equal to, at the Company’s option, either (i) SOFR, plus an applicable margin of 1.75%, or (ii) a base rate plus an applicable margin of 0.75%.

(2) Our senior secured revolving credit facility due 2027 (the “Revolving Facility”) bears interest at a rate per annum equal to SOFR, plus an applicable margin of 1.75%, or (ii) a base rate plus an appliable margin of 0.75%. The Revolving Facility has commitments of $575.0 million.

During the fiscal year 2025, the Company repaid $300.0 million net of borrowings under the senior secured term loan.

Through December 31, 2025, the Company was in compliance with all applicable financial covenants included in the terms of its debt arrangements.

During the twelve months ended December 31, 2025, the Company borrowed and repaid $567.0 million under this Revolving Facility and no balance was outstanding at December 31, 2025.

Cash and cash requirements

(In thousands)	December 31, 2024		December 31, 2023
(In millions)	December 31, 2025		December 31, 2024
Cash and cash equivalents	$	~~329,213~~360.4	$	~~456,929~~329.2
U.S.	~~49,027~~52.4		~~154,015~~49.0
Non-U.S.	~~280,186~~308.0		~~302,914~~280.2

Our cash and cash equivalents include cash on hand and highly-liquid debt securities with original maturities of three months or less, which are valued at cost and approximate fair value. We utilize a variety of funding strategies in an effort to ensure that our worldwide cash is available in the locations in which it is needed.

Cash requirements

We have cash requirements to support working capital needs, capital expenditures, business acquisitions, contractual obligations, commitments, principal and interest payments on debt and other liquidity requirements associated with our operations. We generally intend to use available cash and funds generated from our operations to meet these cash requirements, but, in the event that additional liquidity is required, we may also borrow under our Revolving Facility.

The following table summarizes our short and long-term cash requirements as of December 31, ~~2024~~2025:

(In thousands)

Total

Due within one year of December 31, 2024

Due later than one year from December 31, 2024

(In millions)

Total

Due within one year of December 31, 2025

Due later than one year from December 31, 2025

Long-term debt (principal)

43,~~045,000~~745.0

—

43,~~045,000~~745.0

Interest payments on long-term debt

~~924,114~~655.3

~~198,168~~184.5

~~725,946~~470.8

Capital purchase obligations

~~125,645~~60.0

~~67,761~~42.5

~~57,884~~17.5

Supply purchase obligations

~~60,030~~150.5

~~29,134~~88.1

~~30,896~~62.4

Operating and financing leases

~~108,174~~151.3

~~20,012~~21.6

~~88,162~~129.7

Income tax liabilities

~~150,722~~123.2

~~80,532~~82.4

~~70,190~~40.8

Total

54,~~413,685~~885.3

~~395,607~~419.1

54,~~018,078~~466.2

Long-term debt and interest payments on long-term debt. We have contractual obligations for principal and interest payments on our long-term debt. See Note 109 of the consolidated financials for additional information. Debt obligations are classified based on their stated maturity date, regardless of their classification on the Company’s consolidated balance sheets. Interest projections on both variable and fixed rate long-term debt are based on interest rates effective as of December 31, ~~2024~~2025 and do not include $6347.94 million for ~~net~~ unamortized discounts and debt issuance costs. On July 28, 2022, the Company entered into a floating-to-fixed interest rate swap agreement to hedge the variability in SOFR-based interest payments associated with $1.95 billion of its $2.495 billion Initial Term Loan Facility. The notional amount of the swap is $750.0 million at December 31, 2024 and is scheduled to decrease quarterly and will expire on December 30, 2025. The impact of the interest rate swap is not considered in the interest payments above.

Capital purchase obligations. We have capital purchase obligations that represent commitments for the construction or purchase of property, plant and equipment. They were not recorded as liabilities on the Company’s consolidated balance sheet as of December 31, ~~2024~~2025, as the Company had not yet received the related goods or taken title to the property.

We expect capital expenditure spending to be approximately $~~325~~250.0 million in ~~2025 and includes spending for construction of, and tools and equipment in our new manufacturing facility in Colorado Springs, Colorado~~2026.

Supply purchase obligations. We have non-cancelable commitments, including take-or-pay contracts, that are not presented as capital purchase commitments above. They were not recorded as liabilities on the Company’s consolidated balance sheet as of December 31, 2024, as the Company had not yet received the related goods or taken title to the property.42

Operating and financing lease commitments. Commitments under operating and financing leases primarily relate to leasehold properties. See Note 14 of the consolidated financials for additional information.

Income tax liabilities. Of the tax liabilities included in the table above, $44.3 million relates to uncertain tax positions. We are unable to accurately predict when these amounts will be realized or released. However, it is reasonably possible that there could be significant changes to our unrecognized tax benefits in the next twelve months due to an unforeseeable event (such as a tax audit settlement). See Note 16 of the consolidated financials for additional information.

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Supply purchase obligations. We have non-cancelable commitments, including take-or-pay contracts, that are not presented as capital purchase commitments above. They were not recorded as liabilities on the Company’s consolidated balance sheet as of December 31, 2025, as the Company had not yet received the related goods or taken title to the property.

Operating and financing lease commitments. Commitments under operating and financing leases primarily relate to leasehold properties. See Note 13 of the consolidated financials for additional information.

Income tax liabilities. Of the tax liabilities included in the table above, $33.7 million relates to uncertain tax positions. We are unable to accurately predict when these amounts will be realized or released. However, it is reasonably possible that there could be significant changes to our unrecognized tax benefits in the next twelve months due to an unforeseeable event (such as a tax audit settlement). See Note 16 of the consolidated financials for additional information.

New Accounting Pronouncements

Recently adopted accounting pronouncements Refer to Note 1 to the Company’s consolidated financial statements for a discussion of accounting pronouncements implemented in ~~2024~~2025.

Recently issued accounting pronouncements Refer to Note 1 of the Company’s consolidated financial statements for a discussion of accounting pronouncements recently issued but not yet adopted.

Non-GAAP Information The Company’s consolidated financial statements are prepared in conformity with GAAP.

The Company also utilizes certain non-GAAP financial measures as a complement to financial measures provided in accordance with GAAP in order to better assess and reflect trends affecting the Company’s business and results of operations. These non-GAAP financial measures include Adjusted EBITDA and Adjusted Operating Income, together with related measures thereof, and Non-GAAP EPS, as well as certain other supplemental non-GAAP financial measures included in the discussion of the Company’s financial results.

~~Adjusted~~The ~~EBITDA~~non-GAAP isfinancial ~~defined~~measures byexclude ~~the~~certain ~~Company~~specific asitems ~~net~~(“Special ~~income before~~Items”), asincluding ~~applicable,~~certain ~~(1)~~items ~~equity~~related into ~~net~~mergers ~~loss~~and ofacquisitions; ~~affiliates,~~divestitures; ~~(2)~~restructuring ~~income~~and ~~tax~~severance ~~expense~~charges; ~~(benefit),~~impairments ~~(3) interest~~of ~~expense,~~assets; ~~(4)~~refinancing; ~~interest~~certain income, ~~(5)~~tax ~~other~~items ~~expense,~~and ~~net,~~other ~~(6)~~discrete ~~goodwill~~adjustments ~~impairment,~~related ~~(7)~~to ~~deal and transaction costs~~non-recurring, ~~(8)~~unusual ~~integration~~or ~~costs,~~unanticipated ~~(9) restructuring costs~~charges, ~~(10)~~expenses ~~acquired~~or ~~tax~~gains. ~~equalization~~We ~~asset~~evaluate ~~reduction,~~Special ~~(11)~~Items ~~(gain) loss~~ on ~~sale~~an ofindividual ~~businesses~~basis. ~~and~~Our ~~held-for-sale~~evaluation ~~assets, net, (12) gain on termination~~ of ~~the~~whether ~~alliance~~to ~~agreement,~~exclude ~~(13)~~a ~~impairment~~Special ofItem ~~long-lived~~for ~~assets,~~purposes ~~(14) amortization~~ of ~~intangible~~determining ~~assets,~~our ~~and~~non-GAAP ~~(15) depreciation.~~financial ~~Adjusted~~measures ~~Operating~~considers ~~Income~~both ~~is defined by~~ the ~~Company~~quantitative asand ~~Adjusted~~qualitative ~~EBITDA~~aspects ~~exclusive~~ of the ~~depreciation~~Special ~~addback~~Item, ~~noted~~including ~~above.~~among ~~The~~other ~~Company~~things ~~also~~(i) ~~utilizes~~its ~~ratios~~nature, of(ii) ~~non-GAAP~~whether ~~financial~~or ~~measures~~not ~~such~~it asrelates ~~Adjusted EBITDA~~ to ~~Company~~our ~~net~~ongoing ~~sales~~business operations, and ~~Adjusted~~(iii) ~~Operating~~whether ~~Income~~or tonot ~~Company~~we ~~net~~expect ~~sales~~it ~~(referred~~ to occur as ~~Adjusted~~part ~~EBITDA~~of ~~Margin~~our ~~and~~normal ~~Adjusted~~business ~~Operating~~on ~~Margin,~~a ~~respectively).~~regular basis.

~~Non-GAAP~~Adjusted ~~Net~~EBITDA ~~Income~~ is defined by the Company as net income ~~before,~~adjusted asto ~~applicable,~~exclude (1) ~~goodwill~~equity ~~impairment~~in net loss of affiliates, (2) ~~deal~~income ~~and~~tax ~~transaction costs~~expense, (3) interest ~~integration costs~~expense, (4) ~~restructuring~~interest ~~costs~~income, (5) ~~patent~~other ~~infringement settlement gain~~expense, net, (6) ~~acquired tax equalization asset reduction~~depreciation, and (7) ~~loss~~the onimpact ~~extinguishment~~ of ~~debt~~any ~~and~~Special ~~modification,~~Items. ~~(8)~~Adjusted ~~(gain)~~Operating ~~loss~~Income onis ~~sale~~defined ofby ~~businesses~~the ~~and~~Company ~~held-for-sale~~as ~~assets,~~Adjusted ~~net,~~EBITDA ~~(9)~~exclusive ~~gain on termination~~ of the ~~alliance~~depreciation ~~agreement,~~addback ~~(10)~~noted ~~Infineum~~above. ~~termination~~The ~~fee,~~Company ~~net,~~also ~~(11)~~utilizes ~~impairment~~ratios of ~~long~~non-~~lived~~GAAP ~~assets,~~financial ~~(12)~~measures ~~amortization~~such ofas ~~intangible~~Adjusted ~~assets,~~EBITDA ~~(13)~~to ~~the~~Company ~~tax~~net ~~effect~~sales ofand ~~the~~Adjusted ~~foregoing~~Operating ~~adjustments~~Income to Company net ~~income,~~sales ~~stated~~(referred onto ~~a per share basis, divided by diluted weighted average shares outstanding. Non-GAAP EPS is defined~~ as ~~Non-GAAP~~Adjusted ~~Net~~EBITDA ~~Income~~Margin ~~divided~~and byAdjusted ~~our~~Operating ~~diluted~~Margin, ~~weighted-average shares outstanding~~respectively).

Non-GAAP Net Income is defined by the Company as net income, adjusted to exclude the impact of any Special Items and the tax effect of the foregoing adjustments to net income, stated on a per share basis, divided by diluted weighted average shares outstanding. Non-GAAP EPS is defined as Non-GAAP Net Income divided by our diluted weighted-average shares outstanding.

The Company provides supplemental non-GAAP financial measures to help management and investors to better understand its business and believes these measures provide investors and analysts additional and meaningful information for the assessment of the Company’s ongoing results. Management also uses these non-GAAP measures to assist in the evaluation of the performance of its business segments and to make operating decisions.

Management believes the Company’s non-GAAP measures help indicate the Company’s baseline performance before certain gains, losses or other charges that may not be indicative of the Company’s business or future outlook and offer a useful view of business performance in that the measures provide a more consistent means of comparing performance. The Company believes the non-GAAP measures aid investors’ overall understanding of the Company’s results by providing a higher degree of transparency for such items and providing a level of disclosure that will help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that the inclusion of non-GAAP measures provides greater consistency in its financial reporting from period-to-period and facilitates investors’ understanding of the Company’s historical operating trends by providing an additional basis for comparisons to prior periods.

Management uses Adjusted EBITDA and Adjusted Operating Income to assist it in evaluations of the Company’s operating performance by excluding items that management does not consider as relevant in the results of its ongoing operations. Internally, these non-GAAP measures are used by management for planning and forecasting purposes, including the preparation of internal budgets; for allocating resources to enhance financial performance; for evaluating the effectiveness of operational strategies; and for evaluating the Company’s capacity to fund capital expenditures, secure financing and expand its business.

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of internal budgets; for allocating resources to enhance financial performance; for evaluating the effectiveness of operational strategies; and for evaluating the Company’s capacity to fund capital expenditures, secure financing and expand its business.

In addition, and as a consequence of the importance of these non-GAAP financial measures in managing its business, the Company’s Board of Directors uses non-GAAP financial measures in the evaluation process to determine management compensation.

The Company believes that certain analysts and investors use Adjusted EBITDA, Adjusted Operating Income and Non-GAAP EPS as supplemental measures to evaluate the overall operating performance of firms in the Company’s industry. Additionally, lenders or potential lenders use Adjusted EBITDA measures to evaluate the Company’s creditworthiness.

The presentation of non-GAAP financial measures is not meant to be considered in isolation, as a substitute for, or superior to, financial measures or information provided in accordance with GAAP. Management strongly encourages investors to review the Company’s consolidated financial statements in their entirety and to not rely on any single financial measure.

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Management notes that the use of non-GAAP measures has limitations, including but not limited to:

First, non-GAAP financial measures are not standardized. Accordingly, the methodology used to produce the Company’s non-GAAP financial measures is not computed under GAAP and may differ notably from the methodology used by other companies. For example, the Company’s non-GAAP measure of Adjusted EBITDA may not be directly comparable to EBITDA or an Adjusted EBITDA measure reported by other companies.

Second, the Company’s non-GAAP financial measures exclude items such as amortization and depreciation that are recurring. Amortization of intangibles and depreciation have been, and will continue to be for the foreseeable future, significant recurring expenses with an impact upon the Company’s results of operations, notwithstanding the lack of immediate impact upon cash flows.

Third, there is no assurance that the Company will not have future charges for fair value write-up of acquired inventory, restructuring activities, deal and transaction costs, integration costs, asset or goodwill impairments, loss on extinguishment of debt or similar items and, therefore, may need to record additional charges (or credits) associated with such items, including the tax effects thereon. The exclusion of these items in the Company’s non-GAAP measures should not be construed as an implication that these costs are unusual, infrequent or non-recurring.

Management considers these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures and evaluating these non-GAAP financial measures together with their most directly comparable financial measures calculated in accordance with GAAP. The calculations of Adjusted EBITDA, Adjusted Operating Income, and Non-GAAP EPS, and reconciliations between these financial measures and their most directly comparable GAAP equivalents, are presented below in the accompanying tables.

The reconciliation of GAAP measures to Adjusted Operating Income and Adjusted EBITDA for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 are presented below:

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(In thousands)	2024			2023
(In millions)	2025			2024
Net sales	$	3,~~241,208~~196.6		$	3,~~523,926~~241.2
Net income	$	~~292,787~~235.6		$	~~180,669~~292.8
Net income - as a % of net sales	97.04		%	59.10		%
Adjustments to net income
Equity in net loss of affiliates	~~933~~1.0			~~414~~0.9
Income tax expense (benefit)	28,332			(8,413)
Income tax expense	18.0			28.3
Interest expense	~~215,217~~199.8			~~312,378~~215.2
Interest income	(7~~,368~~.9)			(~~11,257~~7.3)
Other expense, net	9.4~~,021~~			~~25,367~~4.0
GAAP – Operating income	~~533,922~~455.9			~~499,158~~533.9
Operating margin - as a % of net sales	1614.53		%	1416.25		%
Goodwill impairment 1	—			115,217
Deal and transaction costs 2	—			3,001
Integration costs:
Professional fees 3	2,574			36,650
Professional fees 1	—			2.6
Severance costs 4	794			1,478
Severance costs 2	—			0.8
Retention costs 5	—			1,687
Restructuring costs 3	29.7			3.9
Other costs 6	—			13,710
Acquired tax equalization asset reduction 4	—			3.0
Restructuring costs 7	3,930			14,745
Loss (gain) on sale of businesses, net 5	10.9			(4.3)
Acquired tax equalization asset reduction 8	2,959			—
Impairment of long-lived assets 6	—			13.0
(Gain) loss on sale of businesses and held-for-sale assets, net 9	(4,311)			23,839
Amortization of intangible assets 7	184.4			190.1
Gain on termination of alliance agreement 10	—			(184,754)
Adjusted Operating Income	680.9			743.0
Impairment of long-lived assets 11	12,967			30,464
Adjusted Operating Margin	21.3		%	22.9		%
Amortization of intangible assets 12	190,119			214,477
Depreciation	205.3			188.1
Adjusted Operating Income	742,954			769,672
Adjusted EBITDA	$	886.2		$	931.1
Adjusted Operating Margin	22.9		%	21.8		%
Adjusted EBITDA – as a % of net sales	27.7		%	28.7		%
Depreciation	188,120			172,683
Adjusted EBITDA	$	931,074		$	942,355
Adjusted EBITDA – as a % of net sales	28.7		%	26.7		%

1 ~~Non-cash~~Represents ~~impairment~~professional ~~charges~~and ~~associated~~vendor ~~with~~fees ~~goodwill~~recorded ofin ~~our~~connection ~~former~~with ~~Electronic~~services ~~Chemicals~~provided ~~business~~by consultants, accountants, lawyers and aother ~~small,~~third-party ~~industrial~~service ~~specialty~~providers ~~chemicals~~to ~~business~~assist us in integrating CMC Materials into our operations.

2 ~~Deal~~Represents ~~and~~severance ~~transaction~~charges ~~costs~~related ~~associated~~to ~~with~~the integration of the CMC Materials acquisition ~~and completed divestitures~~.

3 ~~Represents~~Restructuring ~~professional~~charges ~~and~~resulting ~~vendor~~from ~~fees~~discrete ~~recorded~~cost insaving ~~connection~~initiatives ~~with~~inclusive ~~services~~of ~~provided~~employee bytermination ~~consultants~~benefit, ~~accountants,~~contract ~~lawyers~~termination costs and ~~other~~asset ~~third-party~~impairment ~~service~~charges, ~~providers~~primarily related to ~~assist~~(i) usan ininternal ~~integrating~~reorganization, ~~CMC~~combining ~~Materials~~two complementary divisions into one and realigning our ~~operations.~~customer facing organization and (ii) workforce reductions, contract termination costs and the abandonment of certain capital equipment no longer necessary for the Company’s long-term objectives.

4 Represents ~~severance~~an ~~charges~~asset ~~related~~reduction toof ~~the~~an ~~integration~~acquired oftax equalization asset from the CMC Materials acquisition.

5 ~~Represents~~Loss ~~retention~~(gain) ~~charges~~from ~~related~~the ~~directly~~sale toof the ~~CMC~~Company’s ~~Materials~~PIM ~~acquisition~~ and ~~completed divestitures~~small, ~~and~~industrial ~~are~~specialty ~~not~~chemicals ~~part of our normal, recurring cash operating expenses~~businesses.

6 ~~Represents~~Impairment ~~other~~of ~~employee~~long-~~related~~lived ~~costs~~assets ~~and~~related ~~other costs incurred relating~~ to ~~the~~a ~~CMC~~small, ~~Materials~~industrial ~~acquisition~~specialty ~~and~~chemicals ~~the completed divestitures~~business. ~~These costs arise outside of the ordinary course of our continuing operations.~~

7 ~~Restructuring~~Non-cash ~~charges~~amortization ~~resulting~~expense ~~from~~associated ~~cost~~with ~~saving~~intangibles ~~initiatives~~acquired in acquisitions.

~~8 Represents an asset reduction of an acquired tax equalization asset from the CMC Materials acquisition.~~45

9 (Gain) loss from the sale of certain businesses and held-for-sale assets, net.

10 Gain on termination of the alliance agreement with MacDermid Enthone.

11 Impairment of long-lived assets.

12 Non-cash amortization expense associated with intangibles acquired in acquisitions.

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The reconciliation of GAAP measures to Non-GAAP EPS for the years ended December 31, 2025 and 2024 are presented below:

(In thousands, except per share data)	~~2024~~2025		~~2023~~2024
Net income	$	~~292,787~~235.6	$	~~180,669~~292.8
Adjustments to net income:
Goodwill impairment 1	—		115,217
Deal and transaction costs 2	—		3,001
Integration costs:
Professional fees 3	2,574		36,650
Professional fees 1	—		2.6
Severance costs 4	794		1,478
Severance costs 2	—		0.8
Retention costs 5	—		1,687
Restructuring costs 3	29.7		3.9
Other costs 6	—		13,710
Patent infringement settlement gain, net 4	—		(20.0)
Restructuring costs 7	3,930		14,745
Acquired tax equalization asset reduction 5	—		3.0
Patent infringement settlement gain, net 8	(20,033)		—
Loss on extinguishment of debt and modification 6	3.2		14.3
Acquired tax equalization asset reduction 9	2,959		—
Loss (gain) on sale of businesses, net 7	10.9		(4.3)
Loss on extinguishment of debt and modification 10	14,348		29,896
Impairment on long-lived assets 8	—		13.0
(Gain) loss on sale of businesses and held-for-sale assets, net 11	(4,311)		23,839
Amortization of intangible assets 9	184.4		190.1
Gain on termination of alliance agreement 12	—		(184,754)
Tax effect of adjustments to net income and discrete tax items 10	(45.3)		(40.2)
Infineum termination fee, net 13	—		(10,877)
Non-GAAP net income	$	418.5	$	456.0
Impairment on long-lived assets 14	12,967		30,464
Diluted earnings per common share	$	1.55	$	1.93
Amortization of intangible assets 15	190,119		214,477
Effect of adjustments to net income	$	1.20	$	1.08
Tax effect of adjustments to net income and discrete tax items 16	(40,146)		(71,284)
Diluted non-GAAP earnings per common share	$	2.75	$	3.00
Non-GAAP net income	$	455,988	$	398,918
Diluted weighted average shares outstanding	152.2		151.8
Diluted earnings per common share	$	1.93	$	1.20
Effect of adjustments to net income	$	1.07	$	1.45
Diluted non-GAAP earnings per common share	$	3.00	$	2.64
Diluted weighted average shares outstanding	151,840		150,945

1 ~~Non-cash~~Represents ~~impairment~~professional ~~charges~~and ~~associated~~vendor fees recorded in connection with ~~goodwill~~services ofprovided ~~our~~by ~~Electronic~~consultants, ~~Chemicals~~accountants, lawyers and aother ~~small,~~third-party ~~industrial~~service ~~specialty~~providers ~~chemicals~~to ~~businesses~~assist us in integrating CMC Materials into our operations.

2 ~~Deal~~Represents ~~and~~severance ~~transaction~~charges ~~costs~~related ~~associated~~to ~~with~~the integration of the CMC Materials acquisition ~~and completed divestitures~~.

4 ~~Represents~~During ~~severance~~the ~~charges~~fourth ~~related~~quarter toof 2024, the ~~integration~~Company ofsettled ~~the~~patent ~~CMC~~infringement ~~Materials~~litigation ~~acquisition~~and received net proceeds of $20.0 million.

5 Represents ~~retention~~an ~~charges~~asset ~~related~~reduction ~~directly~~of toan ~~the~~acquired ~~CMC~~tax ~~Materials~~equalization ~~acquisition~~asset ~~and~~from ~~completed~~the ~~divestitures,~~CMC ~~and~~Materials ~~are not part of our normal, recurring cash operating expenses~~acquisition.

6 ~~Represents~~Loss ~~other~~on ~~employee-related~~extinguishment ~~costs~~of ~~and~~debt ~~other~~in ~~costs~~2024 ~~incurred~~and ~~relating~~2025 ~~to the CMC Materials acquisition~~ and ~~the~~modification ~~completed divestitures. These costs arise outside~~ of ~~the~~our ~~ordinary~~Existing ~~course~~Credit ofAgreement ~~our~~in ~~continuing operations~~2024.

7 ~~Restructuring~~Loss ~~charges~~(gain) ~~resulting~~ from ~~cost~~the ~~saving~~sale ~~initiatives~~of the Company’s PIM and small, industrial specialty chemicals businesses.

8 ~~During~~Impairment ~~the fourth quarter~~ of ~~2024,~~long-lived ~~the~~assets ~~Company~~related ~~settled~~to ~~patent~~a ~~infringement~~small, ~~litigation~~industrial ~~and~~specialty ~~received~~chemicals ~~net proceeds of $20~~business.~~0 million.~~

9 ~~Represents~~Non-cash anamortization ~~asset~~expense ~~reduction~~associated ofwith anintangibles acquired ~~tax~~in ~~equalization asset from the CMC Materials acquisition~~acquisitions.

10 ~~Loss~~The ontax ~~extinguishment~~effect of ~~debt~~pre-tax ~~and~~adjustments ~~modification~~to ofnet ~~our~~income ~~Existing~~was ~~Credit~~calculated ~~Agreement~~using the applicable marginal tax rate for each respective year.

11 (Gain) loss from the sale of certain businesses and held-for-sale assets, net.

12 Gain on termination of the alliance agreement with MacDermid Enthone.

13 Non-recurring gain from the termination fee with Infineum.

14 Impairment of long-lived assets.

15 Non-cash amortization expense associated with intangibles acquired in acquisitions.

16 The tax effect of pre-tax adjustments to net income was calculated using the applicable marginal tax rate for each respective year.

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Item 7A. Quantitative and Qualitative Disclosure About Market Risks.

Entegris’ principal financial market risks are sensitive to interest rates and foreign currency exchange rates. The Company’s interest-bearing cash and cash equivalents and variable rate debt are subject to interest rate fluctuations. The Company’s cash and cash equivalents include cash on hand and highly-liquid debt securities with original maturities of three months or less. A 100-basis point change in interest rates would potentially increase or decrease annual net income by approximately $20.57 million and $32.45 million for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. On July 28, 2022, the Company entered into a floating-to-fixed interest rate swap agreement to hedge the variability in SOFR-based interest payments associated with $1.95 billion of its $2.495 billion Initial Term Loan Facility. The notional amount of the swap is $750.0 million at December 31, 2024 and is scheduled to decrease quarterly and will expire on December 30, 2025.

The cash flows and results of operations of the Company’s foreign-based operations are subject to fluctuations in foreign currency exchange rates. Approximately 1617.75% and 2216.07% of the Company’s sales during ~~2024~~2025 and ~~2023~~2024, respectively, were collectively denominated in the South Korean won, New Taiwan dollar, Chinese renminbi, Canadian dollar, Malaysian ringgit, Singapore dollar, euro, Israeli shekel and the Japanese yen. Financial results therefore will be affected by changes in currency exchange rates. If all foreign currencies were to see a 10% reduction versus the U.S. dollar during the years ended December 31, 2024 and 2023, revenue would be negatively impacted by approximately $53.2 million and $76.8 million, respectively.

The Company occasionally uses derivative financial instruments to manage the foreign currency exchange rate risks associated with its foreign-based operations. However, we are unlikely to be able to hedge these exposures completely. We do not enter into forward contracts or other derivative instruments for speculative or trading purposes. See Note 12 of the consolidated financials for additional information. 46

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exchange rates. If all foreign currencies were to see a 10% reduction versus the U.S. dollar during the years ended December 31, 2025 and 2024, revenue would be negatively impacted by approximately $55.9 million and $53.2 million, respectively.

The Company occasionally uses derivative financial instruments to manage the foreign currency exchange rate risks associated with its foreign-based operations. However, we are unlikely to be able to hedge these exposures completely. We do not enter into forward contracts or other derivative instruments for speculative or trading purposes. See Note 11 of the consolidated financials for additional information.

Item 8. Financial Statements and Supplementary Data.

The information called for by this item is set forth in the Consolidated Financial Statements covered by the Report of Independent Registered Public Accounting Firm at the end of this report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Based on management’s evaluation (with the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), are 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 SEC rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, ~~2024~~2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP.

Management assessed our internal control over financial reporting as of December 31, ~~2024~~2025. Management based its assessment on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

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Based on its assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with GAAP. We reviewed the results of management’s assessment with the Audit and Finance Committee of our Board of Directors.

The effectiveness of our internal control over financial reporting as of December 31, ~~2024~~2025 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in their report which is included in F-2 of this Annual Report.

Inherent Limitations on Effectiveness of Controls

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

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benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

Item 9B. Other Information.

~~During~~On ~~the~~December ~~quarter~~4, ~~ended~~2025, ~~December~~Bertrand 31Loy, ~~2024~~our Executive Chair, noentered ~~director~~into ora ~~officer,~~Rule as10b5-1 ~~defined~~trading inplan intended to satisfy the affirmative defense conditions of Rule ~~16a~~10b5-1(c) under the Exchange Act,. ~~adopted~~Mr. Loy’s plan provides for the sale of up to 100,000 ~~modified~~shares orof ~~terminated a~~the ~~“Rule~~Company’s ~~10b5-1~~common ~~trading~~stock. ~~arrangement”~~The orplan aexpires ~~“non-Rule~~on ~~10b5-1~~November ~~trading~~6, ~~arrangement”~~2026, ~~each~~or asupon ~~defined~~the inearlier ~~Item~~completion ~~408~~ of ~~Regulation~~all ~~S-K~~authorized transactions under the plan.

During the quarter ended March 31, 2025, each of (i) Bertrand Loy, our former Chief Executive Officer and the current Executive Chair, (ii) Clint Haris, Senior Vice President and President, Advanced Purity Solutions, and (iii) Mr. James O’Neill, our former Chief Technology Officer, entered into a Rule 10b5-1 Plan. The details of these plans are set forth below.

On February 10, 2025, Mr. Loy entered into a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Mr. Loy’s plan provides for the sale of up to 194,192 shares of the Company’s common stock. The plan expires on February 19, 2027, or upon the earlier completion of all authorized transactions under the plan.

On February 10, 2025, Mr. Haris entered into a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Mr. Haris’ plan provides for the sale of up to 15,287 shares of the Company’s common stock. The plan expires on February 12, 2026, or upon the earlier completion of all authorized transactions under the plan.

On February 14, 2025, Mr. O’Neill entered into a new Rule 10b5-1 Plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan provides for the sale of up to 6,250 shares of the Company’s common stock. The plan expires on February 13, 2026, or upon the earlier completion of all authorized transactions under the plan.

These plans were inadvertently omitted from the Company’s prior disclosures due to an administrative oversight. The Company has updated its disclosure controls and procedures to ensure timely reporting of such arrangements going forward.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Except as set forth below, the information required by this Item 10 has been omitted from this report, and is incorporated by reference to our Definitive Proxy Statement for the Entegris, Inc. Annual Meeting of Stockholders, which is currently scheduled to be held on ~~April~~May 236, ~~2025~~2026, and to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of our ~~2024~~2025 fiscal year.

CODE OF BUSINESS ETHICS

In 2005, our board of directors adopted a code of business ethics, The Entegris, Inc. Code of Business Ethics, applicable to all of our executives, directors and employees, as well as a set of corporate governance guidelines, which have been updated from time to time. The Entegris, Inc. Code of Business Ethics, the Corporate Governance Guidelines and the charters for our Audit & Finance Committee, Environmental, Health, Safety & Sustainability Committee, Governance & Nominating Committee and our Management Development & Compensation Committee all appear on our website at http://www.Entegris.com under “Investor Relations - Corporate Governance”. The Entegris, Inc. Code of Business Ethics, Corporate Governance Guidelines and committee charters are also available, free of charge, in print to any shareholder that requests a copy. Copies may be obtained by contacting our Secretary through our corporate headquarters. The Company intends to comply with the requirements of Item 5.05 of Form 8-K with respect to any amendment to, or waiver of, the provisions of the Entegris, Inc. Code of Business Ethics applicable to the registrant’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or Controller by posting notice of any such amendment or waiver at the same location on our website.

INSIDER TRADING POLICY

We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by our directors, officers and employees which we believe is reasonably designed to promote compliance with insider trading laws, rules and ~~regulations, and any applicable listing standards. A copy of the policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.~~

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regulations, and any applicable listing standards. A copy of the policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following is a list of our Executive Officers, their ages and their offices, as of the date of this Annual Report on Form 10-K.

Name	Age	Office
Bertrand Loy	59	President and Chief Executive Officer
David Reeder	51	President and Chief Executive Officer
Linda LaGorga	56	Senior Vice President and Chief Financial Officer
Bertrand Loy	60	Executive Chair
Sue Rice	66	Senior Vice President, Global Human Resources
Linda LaGorga	57	Senior Vice President and Chief Financial Officer
Joe Colella	43	Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
Sue Rice	67	Senior Vice President, Global Human Resources and Corporate Communications
Jim O’Neill	60	Senior Vice President and Chief Technology Officer
Joe Colella	44	Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
Olivier Blachier	5152	Senior Vice President, Chief Strategy and Innovation Officer
Clint Haris	5253	Senior Vice President and President, Advanced Purity Solutions
Daniel Woodland	54	Senior Vice President and President, Materials Solutions
Daniel Woodland, Ph.D	55	Senior Vice President and President, Materials Solutions
Michael Besnard	54	Senior Vice President, Chief Commercial Officer
Michael D. Sauer	60	Vice President, Controller & Chief Accounting Officer
Neil Richards	52	Senior Vice President, Global Operations, Supply Chain, and Quality
Michael D. Sauer	59	Vice President, Controller & Chief Accounting Officer

~~Bertrand~~David ~~Loy~~Reeder ~~has~~became ~~been~~President ~~our~~and Chief Executive Officer, ~~President~~of ~~and~~Entegris ain ~~director~~August ~~since~~2025 ~~November~~and ~~2012~~has ~~and~~served ~~Chair~~as a member of our Board of Directors since ~~2023~~March 2024. From ~~July~~February ~~2008~~2024 tountil ~~November~~June ~~2012~~2025, heMr. Reeder served as ~~our Executive Vice President and~~ Chief ~~Operating~~Financial Officer. ~~From~~at ~~August~~Chewy, ~~2005 until July 2008~~Inc., hea ~~served~~supplier asof ~~our~~pet ~~Executive~~products ~~Vice~~and ~~President~~services, inwhere ~~charge~~he ofoversaw ~~our~~the ~~IT,~~company’s ~~global~~financial ~~supply~~functions. ~~chain~~Prior ~~and~~to ~~manufacturing~~that, ~~operations.~~from HeAugust ~~served~~2020 asuntil ~~the~~February ~~Vice~~2024, ~~President~~Mr. ~~and~~Reeder was Chief Financial Officer of ~~Mykrolis~~GlobalFoundries Inc., a ~~company~~semiconductor ~~spun~~manufacturing ~~out of Millipore Corporation~~company, awhere ~~life~~he ~~science~~oversaw ~~products~~the company,’s ~~from~~initial ~~January~~public ~~2001~~offering ~~until~~in ~~August 2005~~2021. ~~Prior~~From to2017 ~~that~~until 2020, Mr. ~~Loy~~Reeder served as ~~the~~ Chief ~~Information~~Executive Officer of ~~Millipore~~Tower ~~Corporation~~Hill ~~during~~Insurance ~~1999~~Group, ~~and~~an ~~2000~~insurance company. Prior to that, ~~and~~from ~~previously~~2015 ~~served~~to in2017, ~~various~~he ~~strategic~~worked ~~planning~~at Lexmark International Inc., ~~global~~a ~~supply~~provider ~~chain~~of printing and ~~financial~~imaging ~~roles~~products, ~~with~~software, ~~Millipore~~solutions and ~~Sandoz~~services, ~~Pharmaceuticals~~including ~~(now~~as ~~Novartis),~~their aPresident ~~pharmaceutical~~and ~~company~~Chief Executive Officer and as their Chief Financial Officer. HeMr. Reeder has also served onas ~~the~~Chief ~~board~~Financial ofOfficer ~~directors~~ of ~~Harvard~~Electronics ~~Bioscience~~for Imaging, Inc., a digital printing technology company, and has held executive roles at global ~~manufacturer~~high oftechnology acompanies ~~broad~~including ~~range~~Cisco Systems (as CFO of ~~life~~the ~~sciences~~Enterprise ~~solutions~~Networking Division), ~~since~~Broadcom ~~November~~Corporation ~~2014,~~(as Vice President of Asia) and isTexas ~~currently~~Instruments ~~the~~Incorporated ~~lead~~(in ~~independent~~both ~~director.~~financial ~~Since~~and ~~July~~operational ~~2013,~~roles). Mr. ~~Loy~~Reeder ~~has~~served ~~also been~~ on the board of directors of ~~SEMI,~~Alphawave ~~the~~IP ~~global~~Group ~~industry~~plc ~~association~~from ~~representing~~September ~~the~~2023 ~~electronics~~until ~~manufacturing~~December ~~supply~~2025 ~~chain,~~and ~~serving~~was aspreviously ~~the~~a ~~chairman~~member of the ~~association~~board of directors of Milacron Holdings Corp from 2017 until ~~December~~November ~~2022~~2019.

Bertrand Loy has been our Executive Chair since August 2025. Prior to that, Mr. Loy served as our Chief Executive Officer, President and a director since November 2012 and Chair of our Board of Directors since 2023. From July 2008 to November 2012, he served as our Executive Vice President and Chief Operating Officer. From August 2005 until July 2008, he served as our Executive Vice President in charge of our IT, global supply chain and manufacturing operations. He served as the Vice President and Chief Financial Officer of Mykrolis, a company spun out of Millipore Corporation, a life science products company, from January 2001 until August 2005. Prior to that, Mr. Loy served as the Chief Information Officer of Millipore Corporation during 1999 and 2000, and previously served in various strategic planning, global supply chain and financial roles with Millipore and Sandoz Pharmaceuticals (now Novartis), a pharmaceutical company. He served on the board of directors of Harvard Bioscience, Inc., a global manufacturer of a broad range of life sciences solutions, from November 2014 until June 2025, and is currently the lead independent director. Since July 2013, Mr. Loy has also been on the board of directors of SEMI, the global industry association representing the electronics manufacturing supply chain, serving as the chairman of the association until December 2022.

Linda LaGorga has been our Senior Vice President and Chief Financial Officer since May 2023. Ms. LaGorga joined the Company from Honeywell International Inc., where she most recently served from March 2022 until April 2023 as vice president and Chief Financial Officer of Honeywell’s UOP business unit, which provides process technology, catalysts, adsorbents, and equipment to the refining, gas processing, and petrochemical industries. Previously, from 2021 until 2022, she served as vice president and Chief Financial Officer of the Honeywell aerospace mechanical systems and components business unit. From 2018 to 2021, she led Honeywell’s corporate financial planning and analysis organization. Prior to joining Honeywell, from 2013 until 2018, Ms. LaGorga served as the global treasurer and led business development for Bausch Health Companies Inc. Earlier in her career, she held various positions of increasing responsibilities at Goldman Sachs, most recently serving as a managing director in the investment banking division.

Sue Rice has been our Senior Vice President of Global Human Resources and Corporate Communications since September 2017. Prior to that, Ms. Rice served as Senior Vice President and Chief Human Resources Officer for Thermo Fisher Scientific, a scientific equipment company, from 2013 to 2017, Region Vice President HR Asia Pacific & Emerging Markets from 2009 to 2013 and Group Vice President, HR Analytical Technologies Group from 2006 to 2009. Prior to that, Ms. Rice held senior human resource positions with Fidelity Human Resources Services Company and Sherbrooke Associates.

Joe Colella has been our Senior Vice President, General Counsel, Chief Compliance Officer and Secretary since April 2020. Previously, Mr. Colella served as our Vice President, Deputy General Counsel from December 2018 until April 2020, Assistant General Counsel from April 2018 until December 2018 and Senior Corporate Counsel from December 2013 until April 2018. Prior to joining Entegris, Mr. Colella served as an associate at an international law firm from 2007 until 2013. 49

Jim O’Neill, Ph.D. has been our Senior Vice President and Chief Technology Officer since September 2019, having previously served as our Vice President, Chief Technology Officer beginning in April 2014 when he joined Entegris as part of our acquisition of ATMI. At ATMI, Dr. O’Neill was Senior Vice President of Electronic Materials from January 2012 to April 2014. Prior to that, he held numerous technical and leadership roles in semiconductor research and development with over 23 years at IBM.

Olivier Blachier has been our Senior Vice President, Chief Strategy Officer since February 2024. From November 2021 until February 2024, he was our Senior Vice President, Business and New Markets Development. Since joining the Company in November 2021, he has been responsible for the Company’s strategic planning, merger and acquisition activities and for the

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~~commercialization~~2013 ~~of emerging businesses. Before joining Entegris, Mr. Blachier held various senior leadership positions between 2007~~ and ~~2021 at Air Liquide~~ Group, a global leader in gases, technologies and services for the industrial and healthcare sectors. Most recently, he served as President of Air Liquide Far Eastern from September 2018 until June 2021 and APAC Vice President, ~~Hydrogen~~HR &Analytical ~~Energy~~Technologies ~~Transition,~~Group from ~~June~~2006 ~~2021~~to ~~until October 2021~~2009. Prior ~~From 1997~~ to ~~2007~~that, MrMs. ~~Blachier~~Rice ~~worked for Edwards, Ltd., a global vacuum and abatement process leader and subsidiary of BOC Group, where he~~ held ~~multiple~~senior ~~roles~~human inresource ~~the~~positions ~~U.S.~~with ~~and~~Fidelity ~~United~~Human ~~Kingdom,~~Resources ~~including~~Services ~~leading~~Company ~~acquisitions~~ and ~~joint~~Sherbrooke ~~ventures~~Associates.

Olivier Blachier has been our Senior Vice President, Chief Strategy and Innovation Officer since February 2024. From November 2021 until February 2024, he was our Senior Vice President, Business and New Markets Development. In his role, he has been responsible for the Company’s strategic planning, merger and acquisition activities and for the commercialization of emerging businesses. He also oversees Entegris’ advanced innovation and technology function, including Entegris Ventures, its digital innovation strategy and partnerships with leading semiconductor industry stakeholders. Before joining Entegris, Mr. Blachier held various senior leadership positions between 2007 and 2021 at Air Liquide Group, a global leader in gases, technologies and services for the industrial and healthcare sectors. Most recently, he served as President of Air Liquide Far Eastern from September 2018 until June 2021 and APAC Vice President, Hydrogen & Energy Transition, from June 2021 until October 2021. From 1997 to 2007, Mr. Blachier worked for Edwards, Ltd., a global vacuum and abatement process leader and subsidiary of BOC Group, where he held multiple roles in the U.S. and United Kingdom, including leading acquisitions and joint ventures.

Clint Haris has been our Senior Vice President and President, Advanced Purity Solutions since October 2024. Previously, he served as our Senior Vice President and President, Microcontamination Control from July 2022 until October 2024, our Senior Vice President and General Manager, Microcontamination Control from July 2016 until July 2022 and our Vice President, Liquid Microcontamination Control from August 2014 until July 2016. Prior to joining Entegris, Mr. Haris served in a variety of executive roles at Brooks Automation Inc., including Senior Vice President, Life Science Systems from 2010 until 2014 and Senior Vice President and General Manager, Systems Solutions from 2009 until 2010.

Daniel Woodland, Ph.D. joined Entegris in 2022 as part of the acquisition of CMC Materials. Dr. Woodland has served as our Senior Vice President and President, Materials Solutions since September 2023. From July 2022 until September 2023, Dr. Woodland served as Senior Vice President and President, Advanced Planarization Solution. Prior to joining Entegris, Dr. Woodland served several roles at CMC Materials (previously Cabot Microelectronics) since 2003, including as Vice President and President, Electronic Materials from September 2019 until July 2022, Vice President and Chief Marketing and Operations Officer from October 2017 until November 2018, and Vice President of Marketing from January 2015 until October 2017.

Michael ~~Besnard~~D. Sauer has been our ~~Senior~~ Vice President, Controller and Chief ~~Commercial~~Accounting Officer since ~~2016~~June 2012. Prior to that, ~~Mr.~~he ~~Besnard~~ served as ~~Vice~~the ~~President~~Corporate Controller since 2008. From the time of ~~Global~~the ~~Strategic~~merger ~~Accounts~~with ~~from~~Mykrolis ~~2014~~in ~~until~~August ~~2016.~~2005 ~~Prior~~until toApril ~~joining~~2008, ~~Entegris~~Mr. Sauer served as ~~part~~Director of ~~the~~Treasury ~~acquisition~~and ofRisk ~~ATMI,~~Management. Mr. Sauer ~~Besnard~~joined ~~served~~Fluoroware, ~~ATMI~~Inc., asa predecessor to the ~~vice~~Company, ~~president~~in of1988, ~~global~~holding ~~strategic~~a ~~accounts.~~variety ~~Prior~~of tofinance ~~that~~and accounting positions, heincluding ~~served~~serving as ~~director~~Director of ~~business~~Business ~~development~~Development ~~for~~from ~~Copper~~2001 ~~Plating~~until atthe ~~MacDermid~~merger ~~Enthone~~with ~~(previously Enthone)~~Mykrolis.

Neil Richards has been our Senior Vice President, Global Operations, Supply Chain, and Quality since September 2019. Prior to that, Mr. Richards served as Vice President of Operations for the Company’s Specialty Chemicals and Engineered Materials division from 2016 until September 2019. Prior to joining Entegris, Mr. Richards held several positions with the BOC Group, which merged with Linde in 2006.

Michael D. Sauer has been our Vice President, Controller and Chief Accounting Officer since June 2012. Prior to that, he served as the Corporate Controller since 2008. From the time of the merger with Mykrolis in August 2005 until April 2008, Mr. Sauer served as Director of Treasury and Risk Management. Mr. Sauer joined Fluoroware, Inc., a predecessor to Entegris Minnesota, in 1988 and held a variety of finance and accounting positions until 2001 when he became the Director of Business Development for Entegris Minnesota, the successor to Fluoroware, serving in that position until the merger with Mykrolis.

Item 11. Executive Compensation.

The information required by this Item 11 has been omitted from this report, and is incorporated by reference to our Definitive Proxy Statement for the Entegris, Inc. Annual Meeting of Stockholders to be held on ~~April~~May 236, ~~2025~~2026, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of our ~~2024~~2025 fiscal year.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Securities Authorized for Issuance Under Equity Compensation Plans:

As of December 31, ~~2024~~2025, our equity compensation plan information is as follows:

Equity Compensation Plan Information

Number of securities tobe issued upon exerciseof outstanding options,warrants and rights

Weighted-averageexercise price ofoutstanding options,warrants and rights(1)

Number of securities remainingavailable for future issuanceunder equity compensationplans (excluding securitiesreflected in column (a))(2) (3)

Plan category

(a)

(b)

(c)

Equity compensation plans approved by security holders

3.2~~,617,736~~

7189.7666

7~~,997,763~~.8

Equity compensation plans not approved by security holders

—

Total

3.2~~,617,736~~

7189.7666

7~~,997,763~~.8

~~(1)The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding restricted stock units, which have no exercise price.~~50

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(1)The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding restricted stock units, which have no exercise price.

(2)These shares are available for future issuance under the 2020 Stock Plan in the form of stock options, restricted stock units, performance shares and other stock awards in accordance with the terms of the 2020 Stock Plan.

(3)Includes ~~879,194~~2.3 shares remaining available for future issuance under the Company’s Employee Stock Purchase Plan as of December 31, ~~2024~~2025.

The other information required by this Item 12 has been omitted from this report and is incorporated by reference to our Definitive Proxy Statement for the Entegris, Inc. Annual Meeting of Stockholders to be held on ~~April~~May 236, ~~2025~~2026, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of our ~~2024~~2025 fiscal year.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information required by this Item 13 has been omitted from this report and is incorporated by reference to our Definitive Proxy Statement for the Entegris, Inc. Annual Meeting of Stockholders to be held on ~~April~~May 236, ~~2025~~2026, and which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of our ~~2024~~2025 fiscal year.

Item 14. Principal Accountant Fees and Services.

The information required by this Item 14 has been omitted from this report, and is incorporated by reference to our Definitive Proxy Statement for the Entegris, Inc. Annual Meeting of Stockholders to be held on ~~April~~May 236, ~~2025~~2026, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of our ~~2024~~2025 fiscal year.

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PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)The following Financial Statements are included herein:

1.Financial Statements: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets at December 31, ~~2024~~2025 and ~~2023~~2024 Consolidated Statements of Operations for the Years Ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 Consolidated Statements of Comprehensive Income for the Years Ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 Consolidated Statements of Equity for the Years Ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 Consolidated Statements of Cash Flows for the Years Ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 Notes to Consolidated Financial Statements 2. Financial Statement Schedule - All financial statement schedules have been omitted since the information is either not applicable or is included in the consolidated financial statements notes thereof. 3. Exhibits - The following exhibits are incorporated by reference into this Annual Report on Form 10-K:

Reg. S-K
Item 601(b)
Reference

Document Incorporated

Referenced Document on file with the Commission

2.1

Agreement and Plan of Merger, dated as of December 14, 2021, by and among Entegris, Inc., CMC Materials, Inc. and Yosemite Merger Sub, Inc.

Exhibit 2.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2021

3.1

Amended and Restated Certificate of Incorporation of Entegris, Inc., as amended

Exhibit 3.1 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2011

3.2

By-Laws of Entegris, Inc., as amended December 8, 2022

Exhibit 3.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on December 9, 2022

4.1

Form of certificate representing shares of Common Stock, $.01 par value per share

Exhibit 4.1 to Form S-4 Registration Statement of Entegris, Inc. and Eagle DE, Inc. (No. 333-124719)

4.2

Indenture, dated as of April 30, 2020, by and among the Company, certain subsidiaries of the Company and Wells Fargo Bank, National Association, as trustee, including the form of note representing the 2028 Notes

Exhibit 4.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2020

4.3

Indenture, dated as of April 30, 2021, by and among the Company, certain subsidiaries of the Company and Wells Fargo Bank, National Association, as trustee, including the form of note representing the 2029 Notes

Exhibit 4.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2021

4.4

Indenture, dated as of April 14, 2022, by and among Entegris Escrow Corporation, as escrow issuer and Truist Bank, as trustee and notes collateral agent, including the form of note issuable thereunder

Exhibit 4.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on April 15, 2022

4.5

Indenture, dated as of June 30, 2022, by and among Entegris and Truist Bank, as trustee, including the form of note representing the Senior Unsecured Notes

Exhibit 4.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2022

4.6

First Supplemental Indenture to the 2029 Secured Notes Indenture, dated as of July 6, 2022, by and among Entegris, certain subsidiaries of Entegris and Truist Bank, as trustee and notes collateral agent

Exhibit 4.3 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2022

4.7

First Supplemental Indenture to the 2030 Unsecured Notes Indenture, dated as of July 6, 2022, by and among Entegris, certain subsidiaries of Entegris and Truist Bank, as trustee.

Exhibit 4.4 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2022

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4.8

Equal Priority Intercreditor Agreement, dated as of July 6, 2022, among Entegris, certain subsidiaries of Entegris, Morgan Stanley Senior Funding, Inc., as senior credit facilities collateral agent, and Truist Bank, as notes collateral agent.

Exhibit 4.5 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2022

4.9

First Supplemental Indenture to the 2028 Notes Indenture, dated as of July 6, 2022, by and among Entegris, certain subsidiaries of Entegris and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee.

Exhibit 4.7 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2022

4.10

Supplemental Indenture to the 2029 Notes Indenture, dated as of July 6, 2022, by and among Entegris, certain subsidiaries of Entegris and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee.

Exhibit 4.9 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2022

4.11

Indenture, dated as of June 30, 2022, by and among Entegris Escrow Corporation, as escrow issuer and Truist Bank, as trustee, including the form of note issuable thereunder.

Exhibit 4.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2022

4.12

Amendment and Restatement Agreement, dated as of July 6, 2022, among Entegris, as borrower, certain subsidiaries of Entegris, as guarantors, the lenders party thereto, the issuing banks party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent.

Exhibit 4.10 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2022

4.13

Amendment ~~Number~~No. 1, todated ~~the~~as ~~CMC~~of ~~Materials~~March 10, 2023, among Entegris, Inc., ~~2021~~as ~~Omnibus~~borrower, ~~Incentive~~the Plan*other credit parties party thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent.

Exhibit 410.31 to Entegris, Inc. ~~Registration~~Current ~~Statement~~Report on Form S-8-K filed with the Securities and Exchange Commission on ~~July~~March 713, ~~2022~~2023

4.14

Amendment No. 12, dated as of ~~March~~September 1011, 2023, among Entegris, Inc., as borrower, the other credit parties party thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent.

Exhibit 10.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~March~~September 13, 2023

4.15

Amendment No. 23, dated as of ~~September~~March 1128, ~~2023~~2024, among Entegris, ~~Inc.,~~ as borrower, the other credit parties party thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent.

Exhibit 10.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~September~~March 1328, ~~2023~~2024

4.16

~~Amendment~~Description ~~No. 3, dated as~~ of ~~March~~Capital ~~28, 2024, among Entegris, as borrower, the other credit parties party thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent~~Stock

Exhibit 104.1 to Entegris, Inc. ~~Current~~Annual Report on Form 810-K filed with the Securities and Exchange Commission on ~~March~~February 287, ~~2024~~2020

4.17

Description of Capital Stock

Exhibit 4.1 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 7, 2020

10.1

CMC Materials, Inc. 2021 Omnibus Incentive Plan*

Exhibit 10.1 to Entegris Registration Statement on Form S-3 filed with the Securities and Exchange Commission on July 7, 2022

10.2

~~Cabot~~Amendment ~~Microelectronics~~Number ~~Corporation~~1 ~~2012~~to the CMC Materials, Inc. 2021 Omnibus Incentive Plan*

Exhibit 104.23 to Entegris, Inc. Registration Statement on Form S-38 filed with the Securities and Exchange Commission on July 7, 2022

10.3

~~Entegris,~~Cabot ~~Inc.~~Microelectronics –Corporation ~~2010~~2012 ~~Stock~~Omnibus ~~Plan,~~Incentive ~~as amended~~Plan*

Exhibit 10.12 to Entegris, ~~Inc.~~Registration ~~Quarterly~~Statement ~~Report~~ on Form 10S-Q3 ~~for~~filed with the ~~period~~Securities ~~ended~~and Exchange Commission on July 37, ~~2010~~2022

10.4

Entegris, Inc. ~~2020~~– 2010 Stock Plan, as amended*

~~Annex~~Exhibit 10.1 to ~~the~~ Entegris, Inc. ~~Schedule~~Quarterly ~~14A~~Report ~~proxy~~on ~~statement~~Form ~~for its 2020 Annual Meeting of Stockholders (No. 001~~10-~~32598),~~Q asfor ~~filed with~~ the ~~Securities~~period ~~and~~ended ~~Exchange~~July ~~Commission on March 18~~3, ~~2020~~2010

10.5

Entegris, Inc. ~~Outside~~2020 ~~Directors’~~ Stock ~~Option~~ Plan*

~~Exhibit~~Annex ~~10.2~~1 to the Entegris, Inc. ~~Registration~~Schedule ~~Statement~~14A onproxy ~~Form~~statement ~~S-1~~for its 2020 Annual Meeting of Stockholders (No. ~~333~~001-~~33668~~32598), as filed with the Securities and Exchange Commission on March 18, 2020

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10.6

Entegris, Inc. 2024 Employee Stock Purchase Plan*

Appendix B to the Entegris, Inc. Schedule 14A proxy statement for its 2024 Annual Meeting of Stockholders (No. 001-32598), as filed with the Securities and Exchange Commission on March 18, 2024

10.7

Second Amended and Restated Entegris Incentive Plan*

Exhibit 10.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2017

10.8

~~Lease~~Deferred ~~Agreement,~~Compensation ~~dated~~Plan ~~April~~for 1,Non-Employee ~~2002~~Directors ~~between~~of ~~Nortel~~Entegris, ~~Networks HPOCS~~ Inc. ~~and Mykrolis Corporation, relating to Executive office, R&D and manufacturing facility located at 129 Concord Road Billerica, MA~~*

Exhibit 10.~~1.3~~33 to ~~Mykrolis~~Entegris, ~~Corporation’s~~Inc. ~~Quarterly~~Annual Report on Form 10-QK for the ~~quarter~~fiscal year ended ~~March~~December 31, ~~2002~~2024

10.9

~~Amendment~~Form of ~~Lease~~Indemnification Agreement between Entegris, Inc. and ~~KBS~~each ~~Rivertech,~~of ~~LLC~~its ~~dated~~executive ~~April~~officers 1,and ~~2012~~directors*

Exhibit 10.130 to Entegris, Inc. ~~Quarterly~~Annual Report on Form 10-QK for the ~~period~~fiscal year ended ~~June~~August 3027, ~~2012~~2005

10.10

~~Second~~Form ~~Amendment~~ of ~~Lease,~~Executive ~~dated~~Change ~~March~~of 8,Control ~~2016,~~Termination Agreement between Entegris, Inc. and ~~KBS~~certain ~~Rivertech,~~of ~~LLC~~its executive officers*

Exhibit 10.131 to Entegris, Inc. ~~Current~~Annual Report on Form 810-K ~~filed~~for ~~with~~ the ~~Securities~~fiscal ~~and~~year ~~Exchange~~ended ~~Commission~~August ~~on March 11~~27, ~~2016~~2005

10.11

~~Third~~Form ~~Amendment~~of toRevised ~~Lease~~Executive ~~Agreement,~~Change ~~dated as~~ of ~~October~~Control ~~21,~~Termination ~~2021,~~Agreement between Entegris, Inc. and ~~Rivertech~~certain ~~Owner~~of ~~LLC~~its executive officers executed in 2015 (other than those executive officers who executed the form previously filed)*

Exhibit 10.41 to Entegris, Inc. Annual Report on Form 10-K ~~for~~filed with the ~~fiscal~~Securities ~~year~~and ~~ended~~Exchange ~~December~~Commission 31on February 29, ~~2021~~2016

10.12

~~Fourth Amendment to Lease Agreement~~Entegris, ~~dated~~Inc. as2019 ofStock ~~September~~Option ~~16,~~Award ~~2022, by and between the Company and Rivertech Owner LLC~~Agreement*

Exhibit 10.13 to Entegris, Inc. ~~Quarterly~~Annual Report on Form 10-QK ~~for~~filed with the ~~period~~Securities ~~ended~~and ~~October~~Exchange 1Commission on February 7, ~~2022~~2020

10.13

~~Form of Indemnification Agreement between~~ Entegris, Inc. ~~and~~2020 ~~each~~Stock ofOption ~~its~~Award ~~executive~~Agreement ~~officers~~(under ~~and~~2010 ~~directors~~Stock Plan)*

Exhibit 10.303 to Entegris, Inc. ~~Annual~~Quarterly Report on Form 10-KQ for the ~~fiscal~~period ~~year~~ ended ~~August~~March 2728, ~~2005~~2020

10.14

~~Form of Executive Change of Control Termination Agreement between~~ Entegris, Inc. ~~and~~2021 ~~certain~~Stock ofOption ~~its~~Award ~~executive officers~~Agreement*

Exhibit 10.314 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended ~~August~~December 2731, ~~2005~~2020

10.15

~~Form of Revised Executive Change of Control Termination Agreement between~~ Entegris, Inc. ~~and~~2022 ~~certain~~RSU ofAward ~~its executive officers executed in 2015 (other than those executive officers who executed the form previously filed)~~Agreement*

Exhibit 10.12 to Entegris, Inc. Annual Report on Form 10-K ~~filed~~for ~~with~~ the ~~Securities~~fiscal ~~and~~year ~~Exchange~~ended ~~Commission~~December ~~on February 29~~31, ~~2016~~2021

10.16

Entegris, Inc. ~~2018~~2022 Stock Option Award Agreement*

Exhibit 10.3 to Entegris, Inc. Annual Report on Form 10-K ~~filed~~for ~~with~~ the ~~Securities~~fiscal ~~and~~year ~~Exchange~~ended ~~Commission~~December ~~on February 11~~31, ~~2019~~2021

10.17

Entegris, Inc. ~~2019~~2023 ~~Stock~~Performance-Based ~~Option~~RSU Award Agreement *

Exhibit 10.31 to Entegris, Inc. Annual Report on Form 10-K ~~filed~~for ~~with~~ the ~~Securities~~fiscal ~~and~~year ~~Exchange~~ended ~~Commission~~December ~~on February 7~~31, ~~2020~~2022

10.18

Entegris, Inc. ~~2020~~2023 ~~Stock~~RSU ~~Option~~ Award Agreement ~~(under 2010 Stock Plan)~~*

Exhibit 10.32 to Entegris, Inc. ~~Quarterly~~Annual Report on Form 10-QK for the ~~period~~fiscal year ended ~~March~~December 2831, ~~2020~~2022

10.19

Entegris, Inc. ~~2021~~2023 ~~RSU~~Stock Option Award Agreement *

Exhibit 10.3 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020~~2022

10.20

Form of Entegris, Inc. ~~2021~~Performance ~~Stock~~Share ~~Option~~Unit Award Agreement (2024+)*

Exhibit 10.434 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020~~2024

10.21

Form of Entegris, Inc. ~~2022~~Global ~~Performance-Based~~ RSU Award Agreement (2024+)*

Exhibit 10.135 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2024

10.22

Form of Entegris, Inc. ~~2022~~Stock ~~RSU~~Option Award Agreement (2024+)*

Exhibit 10.236 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2024

10.23

Entegris, Inc. ~~2022~~2025 ~~Stock~~Performance ~~Option~~Share Unit Award Agreement*

Exhibit 10.3 to Entegris, Inc. ~~Annual~~Quarterly Report on Form 10-KQ for the ~~fiscal~~period ~~year~~ ended ~~December~~June 3128, ~~2021~~2025

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10.24

Entegris, Inc. ~~2023~~2025 ~~Performance-Based~~Global RSU Award Agreement *

Exhibit 10.14 to Entegris, Inc. ~~Annual~~Quarterly Report on Form 10-KQ for the ~~fiscal~~period ~~year~~ ended ~~December~~June 3128, ~~2022~~2025

10.25

Entegris, Inc. ~~2023~~2025 ~~RSU~~Stock Option Award Agreement *

Exhibit 10.25 to Entegris, Inc. ~~Annual~~Quarterly Report on Form 10-KQ for the ~~fiscal~~period ~~year~~ ended ~~December~~June 3128, ~~2022~~2025

10.26

Entegris, Inc. ~~2023~~2025 ~~Stock~~Director’s ~~Option~~RSU Award Agreement *

Exhibit 10.36 to Entegris, Inc. ~~Annual~~Quarterly Report on Form 10-KQ for the ~~fiscal~~period ~~year~~ ended ~~December~~June 3128, ~~2022~~2025

10.27

Executive Employment Agreement, effective November 28, 2012, between Entegris, Inc. and Bertrand Loy*

Exhibit 10.1 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2012

10.28

Amendment No. 1, dated April 26, 2013, to Executive Change in Control Termination Agreement, between Entegris, Inc. and Bertrand Loy*

Exhibit 99.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on April 26, 2013

10.29

Amendment No. 2, dated February 5, 2020, to Executive Change in Control Termination Agreement, between Entegris, Inc. and Bertrand Loy*

Exhibit 10.4 to Entegris, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 7, 2020

10.30

Employment Offer Letter, dated April 8, 2023, between Entegris, Inc. and Linda LaGorga*

Exhibit 10.1 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended April 1, 2023

10.31

Amended and Restated Supplemental Executive Retirement Plan for Key Salaried Employees of Entegris, Inc.*

Exhibit 10.38 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2023

10.32

~~Amended~~Offer Letter, dated May 11, 2025, by and ~~Restated~~between Entegris, Inc. ~~Clawback~~and ~~Policy~~David Reeder*

Exhibit 9710.1 to Entegris, Inc. ~~Annual~~Quarterly Report on Form 10-KQ for the ~~fiscal~~period ~~year~~ ended ~~December~~June 3128, ~~2023~~2025

10.33

Executive Chair Agreement, dated July 30, 2025, by and between Entegris, Inc. and Bertrand Loy*

Exhibit 10.2 to Entegris, Inc. Quarterly Report on Form 10-Q for the period ended June 28, 2025

10.34

Separation Agreement, dated January 19, 2026, by and between Entegris, Inc. and Linda LaGorga*

Exhibit 10.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2026

19.1

Insider Trading Policy of Entegris, Inc.

Exhibit 19.1 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2024

97.1

Amended and Restated Entegris, Inc. Clawback Policy

Exhibit 97 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2023

* A “management contract or compensatory plan”

5755

Table of Contents

The Company hereby files as exhibits to this Annual Report on Form 10-K the following documents:

Reg. S-K

Item 601(b)

Reference	Exhibit No.	Documents Filed Herewith
(10)	10.33	Deferred Compensation Plan for Non-Employee Directors of Entegris, Inc.*
(10)	10.34	Form of Entegris, Inc. Performance Share Unit Award Agreement (2024+)*
(10)	10.35	Form of Entegris, Inc. Global RSU Award Agreement (2024+)*
(10)	10.36	Form of Entegris, Inc. Stock Option Award Agreement (2024+)*
(10)	10.37	Form of Entegris, Inc. RSU Award Agreement (Directors) (2024+)*
(19)	19.1	Insider Trading Policy of Entegris, Inc.
(21)	21.1	Subsidiaries of Entegris, Inc.
(23)	23.1	Consent of Independent Registered Public Accounting Firm
(24)	24.1	Power of Attorney by the Directors of Entegris, Inc.
(31)	31.1	Certification required by Rule 13a-14(a) in accordance with Section 302 of the Sarbanes—Oxley Act of 2002.
(31)	31.2	Certification required by Rule 13a-14(a) in accordance with Section 302 of the Sarbanes—Oxley Act of 2002.
(32)	32.1	Certification required by Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32)	32.2	Certification required by Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(101)	101.INS	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)	101.SCH	XBRL Taxonomy Extension Schema Document
(101)	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
(101)	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
(101)	101.LAB	XBRL Taxonomy Extension Label Linkbase Document
(101)	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
(104)	104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* A “management contract or compensatory plan”

Item 16. Form 10-K Summary.

None.

5856

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	ENTEGRIS, INC.
Date: February 12, 2025	By	/s/ BERTRAND LOY
Date:Feb 10, 2026	By	/s/ DAVID REEDER
		Bertrand Loy
		David Reeder
		President & Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE

TITLE

DATE

/s/ BERTRAND LOY

President, Chief Executive Officer and Director(Principal executive officer)

February 12, 2025

/s/ DAVID REEDER

President, Chief Executive Officer and Director(Principal Executive Officer)

February 10, 2026

Bertrand Loy

David Reeder

/s/ LINDA LAGORGA

Senior Vice President, Chief Financial Officer (Principal ~~financial~~Financial ~~officer~~Officer)

February 1210, ~~2025~~2026

Linda LaGorga

/s/ MICHAEL D. SAUER

Vice President, Controller & Chief Accounting Officer (Principal ~~accounting~~Accounting ~~officer~~Officer)

February 1210, ~~2025~~2026

Michael D. Sauer

RODNEY CLARK*

Director

February 12, 2025

BERTRAND LOY

Executive Chair

February 10, 2026

Bertrand Loy

RODNEY CLARK*

Director

February 10, 2026

Rodney Clark

JAMES F. GENTILCORE*

Director

February 1210, ~~2025~~2026

James F. Gentilcore

YVETTE KANOUFF*

Director

February 1210, ~~2025~~2026

Yvette Kanouff

JAMES P. LEDERER*

Director

February 1210, ~~2025~~2026

James P. Lederer

MARY G. PUMA*

Director

February 1210, ~~2025~~2026

Mary G. Puma

DAVID REEDER*

Director

February 12, 2025

AZITA SALEKI-GERHARDT*

Director

February 10, 2026

David Reeder

AZITA SALEKI-GERHARDT*

Director

February 12, 2025

Azita Saleki-Gerhardt

*By /s/ LINDA LAGORGA Linda LaGorga, Attorney-in-fact57

Table of Contents

ENTEGRIS, INC.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets at December 31, 2024 and 2023			F-4
Consolidated Balance Sheets at December 31, 2025 and 2024			F-4
Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022			F-4
Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023			F-5
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022			F-6
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023			F-6
Consolidated Statements of Equity for the Years Ended December 31, 2024, 2023 and 2022			F-7
Consolidated Statements of Equity for the Years Ended December 31, 2025, 2024 and 2023			F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022			F-8
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023			F-8
Notes to Consolidated Financial Statements			F-10

F-1

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Entegris, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Entegris, Inc. and subsidiaries (the Company) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, ~~2024~~2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, ~~2024~~2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2024~~2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

F-2

Table of Contents

company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

~~Annual~~Evaluation ~~impairment~~of ~~evaluation~~goodwill ofimpairment for the MS reporting unit

As discussed in Note 98 to the consolidated financial statements, the goodwill balance as of December 31, ~~2024~~2025 was $3.69 billion, of$3.6 ~~which~~billion ~~a portion~~ of which related to the Materials Solutions (MS) reporting unit. The Company performs goodwill impairment testing on an annual basis and whenever events or changes in circumstances indicate that the carrying value of a reporting unit exceeds its fair value. ~~This~~To ~~includes~~estimate ~~annually~~the ~~assessing~~fair ~~qualitative~~value ~~factors~~of the MS reporting unit, the Company utilized a combination of the income and market approaches. The income approach is a valuation technique under which we estimate future cash flows using the reporting unit’s financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost expense rate to ~~determine~~the ~~whether~~projected itrevenue to arrive at the future cash flows. A terminal value is ~~more~~then ~~likely~~applied ~~than~~to ~~not~~the ~~that~~projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including appropriate market comparable, projected future revenue growth and gross margins, the discount rate reflecting the risk inherent in future cash flows, the terminal growth rate, and projected future economic and market conditions. The market approach is ~~less~~a ~~than~~valuation ~~its~~technique ~~carrying~~under which we estimate the fair value of a reporting unit using publicly available market multiples for comparable companies.

We identified the evaluation of ~~qualitative factors within the~~ goodwill impairment ~~testing~~ for the MS reporting unit as a critical audit matter. Subjective auditor judgment, including specialized skills and knowledge, was required to evaluate ~~certain~~management’s ~~qualitative~~assumptions ~~factors,~~used ~~including~~in ~~macroeconomic~~the ~~conditions~~estimate of the fair value of the MS reporting unit. Specifically, ~~industry~~the assessment encompassed the evaluation of the (1) projected revenue and ~~market~~discount ~~considerations~~rate under the income approach, and ~~overall~~(2) ~~financial~~market ~~performance~~multiples under the market approach. These ~~qualitative~~assumptions ~~factors~~ could have ~~had~~ a significant effect on the Company’s ~~qualitative~~ assessment and the determination of whether ~~further~~an ~~quantitative analysis of goodwill~~ impairment ~~was required~~existed.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of ancertain internal ~~control~~controls related to the ~~evaluation~~Company’s determination of ~~qualitative~~the ~~factors~~estimated ~~within~~fair value of the ~~goodwill~~MS ~~impairment~~reporting ~~testing.~~unit, Weincluding ~~evaluated~~controls ~~macroeconomic~~related ~~conditions~~to ~~including~~management’s ~~general~~process ~~economic~~for ~~conditions,~~assessing ~~fluctuations~~the inappropriateness ~~foreign~~of ~~exchange~~certain ~~rates~~assumptions including the projected revenue, discount rate and ~~inflation~~market bymultiples ~~key~~assumptions. ~~regions~~We ~~around~~evaluated the ~~world~~Company’s ~~for~~projected ~~negative~~revenue ~~indicators~~ by comparing it to ~~analyst~~market ~~reports~~data ~~and~~for ~~other~~long-term ~~external~~industry ~~information.~~and Weeconomic ~~evaluated~~growth ~~information~~expectations from analyst reports in the semiconductor industry,. ~~which~~We ~~were~~involved ~~compared~~valuation toprofessionals ~~industry~~with specialized skills and ~~market~~knowledge, ~~considerations~~who ~~used~~assisted byin evaluating the ~~Company.~~reasonableness Weof ~~evaluated~~ the ~~financial~~(1) ~~performance~~discount rate by comparing it to a range of ~~the~~independently ~~reporting~~developed ~~unit~~discount rates, and (2) market multiples by comparing ~~actual~~to ~~performance~~a ~~against~~market ~~historical~~multiple ~~projections~~range developed using publicly available market data for comparable entities.

/s/ KPMG LLP

We or our predecessor firms have served as the Company’s auditor since 1966.

Minneapolis, Minnesota

February 1210, ~~2025~~2026

F-3

Table of Contents

ENTEGRIS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)	December 31, 2024		December 31, 2023
(In millions, except per share data)	December 31, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	~~329,213~~360.4	$	~~456,929~~329.2
Trade accounts and notes receivable, net	~~495,312~~458.7		~~457,052~~495.3
Inventories, net	~~638,080~~643.2		~~607,051~~638.1
Deferred tax charges and refundable income taxes	~~39,613~~35.1		~~63,879~~39.6
Assets held-for-sale	~~5,519~~—		~~278,753~~5.5
Other current assets	~~108,567~~140.8		~~113,663~~108.6
Total current assets	1,~~616,304~~638.2		1,~~977,327~~616.3
Property, plant and equipment, net	1,~~622,926~~636.1		1,~~468,043~~622.9
Other assets:
Right-of-use assets - Operating lease	~~62,548~~90.2		~~57,990~~62.5
Right-of-use assets - Finance lease	~~20,927~~18.5		~~22,409~~20.9
Goodwill	3,~~943,571~~946.7		3,~~945,860~~943.6
Intangible assets, net	~~1,091,746~~906.9		1,~~281,969~~091.7
Deferred tax assets and other noncurrent tax assets	~~12,463~~91.6		~~31,432~~12.5
Other noncurrent assets	~~24,135~~22.3		~~27,561~~24.2
Total assets	$	8,~~394,620~~350.5	$	8,~~812,591~~394.6
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	~~193,261~~171.5		~~134,211~~193.3
Accrued payroll and related benefits	~~114,668~~96.5		~~109,559~~114.7
Accrued interest payable	24~~,316~~.3		24~~,759~~.3
Liabilities held-for-sale	~~1,213~~—		~~19,223~~1.2
Other accrued liabilities	~~111,188~~113.9		~~148,840~~111.2
Income taxes payable	~~80,532~~82.4		~~77,403~~80.5
Total current liabilities	~~525,178~~488.6		~~513,995~~525.2
Long-term debt	3,~~981,105~~697.6		43,~~577,141~~981.1
Pension benefit obligations and other liabilities	~~54,484~~71.5		~~53,733~~54.5
Deferred tax liabilities and other noncurrent tax liabilities	~~70,190~~40.8		~~190,142~~70.2
Long term lease liability - Operating lease	~~53,758~~81.6		~~49,719~~53.7
Long term lease liability - Finance lease	~~18,401~~17.0		~~19,267~~18.4
Equity:
Preferred stock, par value $.01; 5,000 shares authorized; none issued and outstanding as of December 31, 2024 and December 31, 2023	—		—
Preferred stock, par value $.01; 5.0 shares authorized; none issued and outstanding as of December 31, 2025 and December 31, 2024	—		—
Common stock, par value $.01; 400,000 shares authorized; issued and outstanding shares as of December 31, 2024: 151,324 and 151,122, respectively; issued and outstanding shares as of December 31, 2023: 150,566 and 150,364, respectively	1,513		1,506
Common stock, par value $.01; 400.0 shares authorized; issued and outstanding shares as of December 31, 2025: 152.1 and 151.9, respectively; issued and outstanding shares as of December 31, 2024: 151.3 and 151.1, respectively	1.5		1.5
Treasury stock, common, at cost: 202 shares held as of December 31, 2024 and December 31, 2023	(7,112)		(7,112)
Treasury stock, common, at cost: 0.2 shares held as of December 31, 2025 and December 31, 2024	(7.1)		(7.1)
Additional paid-in capital	2,~~385,343~~472.0		2,~~305,367~~385.3
Retained earnings	1,~~383,877~~558.4		1,~~151,765~~383.9
Accumulated other comprehensive loss	(~~72,117~~71.4)		(~~42,932~~72.1)
Total equity	3,~~691,504~~953.4		3,~~408,594~~691.5
Total liabilities and equity	$	8,~~394,620~~350.5	$	8,~~812,591~~394.6

See the accompanying notes to consolidated financial statements.

F-4

Table of Contents

ENTEGRIS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

Year ended December 31, 2024

Year ended December 31, 2023

Year ended December 31, 2022

(In millions, except per share data)

Year ended December 31, 2025

Year ended December 31, 2024

Year ended December 31, 2023

Net sales

3,~~241,208~~196.6

3,~~523,926~~241.2

3,~~282,033~~523.9

Cost of sales

1,~~754,489~~776.7

21,~~026,321~~754.5

12,~~885,620~~026.3

Gross profit

1,~~486,719~~419.9

1,~~497,605~~486.7

1,~~396,413~~497.6

Selling, general and administrative expenses

~~446,567~~450.6

~~576,194~~446.6

~~543,485~~576.2

Engineering, research and development expenses

~~316,111~~329.0

~~277,313~~316.1

~~228,994~~277.3

Amortization of intangible assets

~~190,119~~184.4

~~214,477~~190.1

~~143,953~~214.5

Goodwill impairment

—

~~115,217~~—

—115.2

Gain on termination of alliance agreement

—

~~(184,754)~~—

—(184.8)

Operating income

~~533,922~~455.9

~~499,158~~533.9

~~479,981~~499.2

Interest expense

~~215,217~~199.8

~~312,378~~215.2

~~212,669~~312.4

Interest income

(7~~,368~~.9)

(~~11,257~~7.3)

(11.3~~,694~~)

Other expense, net

9.4~~,021~~

~~25,367~~4.0

~~23,926~~25.4

Income before income tax expense (benefit)

~~322,052~~254.6

~~172,670~~322.0

~~247,080~~172.7

Income tax expense (benefit)

~~28,332~~18.0

~~(8,413)~~28.3

~~38,160~~(8.4)

Equity in net loss of affiliates

~~933~~1.0

~~414~~0.9

—0.4

Net income

~~292,787~~235.6

~~180,669~~292.8

~~208,920~~180.7

Basic net income per common share

1.9455

1.2194

1.4721

Diluted net income per common share

1.9355

1.2093

1.4620

Weighted average shares outstanding

Basic

~~150,946~~151.7

~~149,900~~150.9

~~142,294~~149.9

Diluted

~~151,840~~152.2

~~150,945~~151.8

~~143,146~~150.9

See the accompanying notes to consolidated financial statements.

F-5

Table of Contents

ENTEGRIS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

Year ended December 31, 2024

Year ended December 31, 2023

Year ended December 31, 2022

(In millions)

Year ended December 31, 2025

Year ended December 31, 2024

Year ended December 31, 2023

Net income

~~292,787~~235.6

~~180,669~~292.8

~~208,920~~180.7

Other comprehensive (loss) income, net of tax

Other comprehensive income (loss), net of tax

Foreign currency translation adjustments

~~(15,750)~~6.4

(~~12,797~~15.7)

(~~10,220~~12.8)

Pension adjustments

(~~324~~0.2)

~~397~~(0.3)

~~1,139~~0.4

Interest rate swap - cash flow hedge, net of tax (benefit) expense of $(3,824), $(5,085) and $10,520 for December 31, 2024, December 31, 2023 and December 31, 2022, respectively.

(13,111)

(17,435)

36,069

Interest rate swap - cash flow hedge, net of tax (benefit) expense of $(1.6), $(3.8) and $(5.1) for December 31, 2025, December 31, 2024 and December 31, 2023, respectively.

(5.5)

(13.1)

(17.5)

Other comprehensive (loss) income, net of tax

(29,185)

(29,835)

26,988

Other comprehensive income (loss), net of tax

0.7

(29.1)

(29.9)

Comprehensive income

~~263,602~~236.3

~~150,834~~263.7

~~235,908~~150.8

See the accompanying notes to consolidated financial statements.

F-6

Table of Contents

ENTEGRIS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)	Commonsharesissued	Treasury shares	Commonsharesoutstanding	Commonstock		Treasury stock		Additionalpaid-incapital		Retained earnings		Foreign currency translation adjustments		Defined benefit pension adjustments		Interest rate swap - cash flow hedge		Total
(In millions)	Commonsharesissued	Treasury shares	Commonsharesoutstanding	Commonstock		Treasury stock		Additionalpaid-incapital		Retained earnings		Foreign currency translation adjustments		Defined benefit pension adjustments		Interest rate swap - cash flow hedge		Total
Balance at December 31, 2021	135,719	(202)	135,517	1,357		(7,112)		879,845		879,776		(38,863)		(1,222)		—		1,713,781
Balance at December 31, 2022	149.3	(0.2)	149.1	$	1.5	$	(7.1)	$	2,205.3	$	1,031.4	$	(49.1)	$	(0.1)	$	36.1	$	3,218.0
Shares issued under stock plans	~~692~~1.2	—	~~692~~1.2	7—		—		~~(6,659)~~38.7		—		—		—		—		~~(6,652)~~38.7
Share-based compensation expense	—	—	—	—		—		~~66,578~~61.4		—		—		—		—		~~66,578~~61.4
Issuance of common stock in connection with CMC Materials acquisition	12,928	—	12,928	129		—		1,265,561		—		—		—		—		1,265,690
Dividends declared ($0.40 per share)	—	—	—	—		—		—		(60.3)		—		—		—		(60.3)
Dividends declared ($0.40 per share)	—	—	—	—		—		—		(57,305)		—		—		—		(57,305)
Interest rate swap - cash flow hedge	—	—	—	—		—		—		—		—		—		(17.5)		(17.5)
Interest rate swap - cash flow hedge	—	—	—	—		—		—		—		—		—		36,069		36,069
Pension adjustment	—	—	—	—		—		—		—		—		0.4		—		0.4
Pension adjustment	—	—	—	—		—		—		—		—		1,139		—		1,139
Foreign currency translation	—	—	—	—		—		—		—		(12.8)		—		—		(12.8)
Foreign currency translation	—	—	—	—		—		—		—		(10,220)		—		—		(10,220)
Net income	—	—	—	—		—		—		180.7		—		—		—		180.7
Net income	—	—	—	—		—		—		208,920		—		—		—		208,920
Balance at December 31, 2023	150.5	(0.2)	150.3	1.5		(7.1)		2,305.4		1,151.8		(61.9)		0.3		18.6		3,408.6
Balance at December 31, 2022	149,339	(202)	149,137	1,493		(7,112)		2,205,325		1,031,391		(49,083)		(83)		36,069		3,218,000
Shares issued under stock plans	0.8	—	0.8	—		—		14.0		—		—		—		—		14.0
Shares issued under stock plans	1,227	—	1,227	13		—		38,671		—		—		—		—		38,684
Share-based compensation expense	—	—	—	—		—		65.9		—		—		—		—		65.9
Share-based compensation expense	—	—	—	—		—		61,371		—		—		—		—		61,371
Dividends declared ($0.40 per share)	—	—	—	—		—		—		(60.7)		—		—		—		(60.7)
Dividends declared ($0.40 per share)	—	—	—	—		—		—		(60,295)		—		—		—		(60,295)
Interest rate swap - cash flow hedge	—	—	—	—		—		—		—		—		—		(13.1)		(13.1)
Interest rate swap - cash flow hedge	—	—	—	—		—		—		—		—		—		(17,435)		(17,435)
Pension adjustment	—	—	—	—		—		—		—		—		(0.3)		—		(0.3)
Pension adjustment	—	—	—	—		—		—		—		—		397		—		397
Foreign currency translation	—	—	—	—		—		—		—		(15.7)		—		—		(15.7)
Foreign currency translation	—	—	—	—		—		—		—		(12,797)		—		—		(12,797)
Net income	—	—	—	—		—		—		292.8		—		—		—		292.8
Net income	—	—	—	—		—		—		180,669		—		—		—		180,669
Balance at December 31, 2024	151.3	(0.2)	151.1	1.5		(7.1)		2,385.3		1,383.9		(77.6)		—		5.5		3,691.5
Balance at December 31, 2023	150,566	(202)	150,364	1,506		(7,112)		2,305,367		1,151,765		(61,880)		314		18,634		3,408,594
Shares issued under stock plans	0.8	—	0.8	—		—		17.4		—		—		—		—		17.4
Shares issued under stock plans	758	—	758	7		—		14,117		—		—		—		—		14,124
Share-based compensation expense	—	—	—	—		—		69.3		—		—		—		—		69.3
Share-based compensation expense	—	—	—	—		—		65,859		—		—		—		—		65,859
Dividends declared ($0.40 per share)	—	—	—	—		—		—		(61.1)		—		—		—		(61.1)
Dividends declared ($0.40 per share)	—	—	—	—		—		—		(60,675)		—		—		—		(60,675)
Interest rate swap - cash flow hedge	—	—	—	—		—		—		—		—		—		(5.5)		(5.5)
Interest rate swap - cash flow hedge	—	—	—	—		—		—		—		—		—		(13,111)		(13,111)
Pension adjustment	—	—	—	—		—		—		—		—		(0.2)		—		(0.2)
Pension adjustment	—	—	—	—		—		—		—		—		(324)		—		(324)
Foreign currency translation	—	—	—	—		—		—		—		6.4		—		—		6.4
Foreign currency translation	—	—	—	—		—		—		—		(15,750)		—		—		(15,750)
Net income	—	—	—	—		—		—		235.6		—		—		—		235.6
Net income	—	—	—	—		—		—		292,787		—		—		—		292,787
Balance at December 31, 2025	152.1	(0.2)	151.9	$	1.5	$	(7.1)	$	2,472.0	$	1,558.4	$	(71.2)	$	(0.2)	$	—	$	3,953.4
Balance at December 31, 2024	151,324	(202)	151,122	$	1,513	$	(7,112)	$	2,385,343	$	1,383,877	$	(77,630)	$	(10)	$	5,523	$	3,691,504

See the accompanying notes to consolidated financial statements.

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Table of Contents

ENTEGRIS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Year ended December 31, 2024

Year ended December 31, 2023

Year ended December 31, 2022

(In millions)

Year ended December 31, 2025

Year ended December 31, 2024

Year ended December 31, 2023

Operating activities:

Net income

~~292,787~~235.6

~~180,669~~292.8

~~208,920~~180.7

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation

~~188,120~~205.3

~~172,683~~188.1

~~135,371~~172.7

Amortization

~~190,119~~184.4

~~214,477~~190.1

~~143,953~~214.5

Share-based compensation expense

~~65,859~~69.3

~~61,371~~65.9

~~66,577~~61.4

Charge for fair value mark-up of acquired inventory sold

—

61,932

Provision for deferred income taxes

(87.4)

(78.9)

(145.6)

Provision for deferred income taxes

(78,902)

(145,606)

(102,744)

Impairment of goodwill

—

115.2

Impairment of goodwill

—

115,217

—

Loss on extinguishment of debt

3.2

13.4

27.9

Loss on extinguishment of debt

13,386

27,865

3,287

Loss (gain) from sale of businesses and held-for-sale assets, net

10.9

(4.3)

23.8

(Gain) loss from sale of businesses and held-for-sale assets, net

(4,311)

23,839

—

Impairment on long-lived assets

11.7

13.0

30.5

Impairment on long-lived assets

12,967

30,464

—

Gain on termination of alliance agreement

—

(184.8)

Gain on termination of alliance agreement

—

(184,754)

—

Charge for excess and obsolete inventory

38.6

39.9

38.2

Charge for excess and obsolete inventory

39,885

38,184

28,896

Amortization of debt issuance costs and original issuance discounts

13.9

15.0

21.2

Amortization of debt issuance costs and original issuance discounts

14,985

21,243

15,725

Other

17.2

5.6

23.3

Other

5,810

23,341

28,733

Changes in operating assets and liabilities, net of effects of acquisitions:

Trade accounts receivable and notes receivable

~~(49,031)~~40.3

~~608~~(49.0)

~~(59,643)~~0.6

Inventories

(~~76,708~~43.1)

~~102,751~~(76.7)

~~(203,335)~~102.8

Accounts payable and other accrued liabilities

~~8,870~~12.0

~~(14,633)~~8.9

~~15,365~~(14.6)

Other current assets

(~~5,440~~10.3)

(~~11,912~~5.4)

(~~13,641~~11.9)

Income taxes payable and refundable income taxes

(7~~,889~~.6)

~~(10,177)~~7.9

~~21,751~~(10.2)

Other

~~5,436~~1.4

~~(1,154)~~5.4

~~11,982~~(1.2)

Net cash provided by operating activities

~~631,721~~695.4

~~644,476~~631.7

~~363,129~~644.5

Investing activities:

Acquisition of property and equipment

(~~315,606~~299.2)

(~~456,847~~315.6)

(~~466,192~~456.8)

Acquisition of businesses, net of cash acquired

—

(4,474,925)

Proceeds from government incentives

8.2

—

Proceeds from sale of businesses, net

250,789

814,960

—

(Payment) proceeds from sale of businesses, net

(6.7)

250.8

815.0

Proceeds from termination of alliance agreement

—

~~191,151~~—

—191.2

Other

(~~2,262~~3.1)

(2.3~~,807~~)

~~(4,592)~~3.7

Net cash (used in) provided by investing activities

(~~67,079~~300.8)

~~553,071~~(67.1)

~~(4,945,709)~~553.1

Financing activities:

Proceeds from revolving credit facility and short-term debt

~~140,000~~567.0

—140.0

~~476,000~~—

Payments of revolving credit facility and short-term debt

(~~140,000~~567.0)

(~~135,000~~140.0)

(~~341,000~~135.0)

Proceeds from long-term debt

~~224,537~~—

~~217,449~~224.5

217.4~~,940,753~~

Payments of long-term debt

(~~848,311~~300.0)

(~~1,338,675~~848.3)

(~~145~~1,~~000~~338.7)

Payments for debt issuance costs

—

~~(3,475)~~—

(~~99,488~~3.5)

Payments for dividends

(60~~,583~~.8)

(60~~,221~~.6)

(~~57,309~~60.2)

Issuance of common stock from employee stock plans

~~14,046~~6.7

~~35,878~~14.0

~~5,322~~35.9

Taxes paid related to net share settlement of equity awards

(~~16,834~~10.8)

(~~12,108~~16.9)

(~~22,820~~12.1)

Other

(~~1,842~~2.0)

(1~~,391~~.6)

(1~~,101~~.4)

Net cash (used in) provided by financing activities

(688,987)

(1,297,543)

4,755,357

Net cash used in financing activities

(366.9)

(688.9)

(1,297.6)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(3~~,371)~~.5

(~~6,514~~3.4)

(~~11,903~~6.5)

(Decrease) increase in cash, cash equivalents and restricted cash

(127,716)

(106,510)

160,874

Increase (decrease) in cash, cash equivalents and restricted cash

31.2

(127.7)

(106.5)

Cash, cash equivalents and restricted cash at beginning of year

~~456,929~~329.2

~~563,439~~456.9

~~402,565~~563.4

Cash, cash equivalents and restricted cash at end of year

~~329,213~~360.4

~~456,929~~329.2

~~563,439~~456.9

See the accompanying notes to consolidated financial statements

F-8

Table of Contents

ENTEGRIS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Supplemental Cash Flow Information

(In thousands)	Year ended December 31, 2024		Year ended December 31, 2023		Year ended December 31, 2022
(In millions)	Year ended December 31, 2025		Year ended December 31, 2024		Year ended December 31, 2023
Non-cash transactions:
Equity consideration on acquisition of CMC Materials, Inc.	$	—	$	—	$	1,265,690
Share issuance in exchange for extinguishment of Employee Stock Purchase Plan liability	21.5		16.9		14.9
Share issuance in exchange for extinguishment of Employee Stock Purchase Plan liability	16,912		14,914		10,846
Deferred acquisition and divestiture payments, net	—		—		5.5
Deferred acquisition and divestiture payments, net	—		5,474		—
Equipment purchases in accounts payable	24.1		57.6		20.6
Equipment purchases in accounts payable	57,579		20,573		28,295
Dividends payable	1.0		0.8		0.7
Dividends payable	822		730		654
Schedule of interest and income taxes paid:
Interest paid, net of capitalized interest	$	~~199,198~~185.4	$	~~287,846~~199.2	$	~~164,183~~287.8
Income taxes paid, net of refunds received	~~103,795~~113.0		~~138,875~~103.8		~~113,666~~138.9

See the accompanying notes to consolidated financial statements

F-9

Table of Contents

ENTEGRIS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2024~~2025

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations Entegris, Inc. (“Entegris”, the “Company”, “we”, or “our”) is a leading supplier of advanced materials and process solutions for the semiconductor and other high-technology industries.

Principles of Consolidation The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. Intercompany profits, transactions and balances have been eliminated in consolidation.

Use of Estimates and Basis of Presentation The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, Entegris evaluates its estimates, including those related to receivables, inventories, property, plant and equipment, goodwill, intangible assets, accrued liabilities, income taxes and share-based compensation, among others. Actual results could differ from those estimates. Reclassifications of certain prior year amounts have been made to conform to the current year presentation.

Cash and Cash Equivalents Cash and cash equivalents include cash on hand and highly-liquid debt securities with original maturities of three months or less, which are valued at cost and approximate fair value.

Allowance for Credit Losses An allowance for uncollectible trade receivables is estimated based on a combination of write-off history, aging analysis and any specific, known troubled accounts. The Company maintains an allowance for credit losses that management believes is adequate to cover expected losses on trade receivables.

Inventories Inventories are stated at the lower of cost ~~and~~or net realizable value. Cost is determined by the first-in, first-out (FIFO) method. The Company records a charge to cost of sales for excess and obsolete inventory to reduce the carrying value of inventories to net realizable value.

Leases The Company determines if an arrangement is a lease at inception. Right-of-use (ROU) assets include operating and financing leases. Short-term operating lease liabilities are classified in “Other accrued liabilities” and long-term operating lease liabilities are classified in “Long-term lease liability - Operating lease” in the consolidated balance sheet. Short-term finance leases are classified in “Other accrued liabilities” and long-term finance lease liabilities are classified in “Long-term lease liability - Finance lease” in our consolidated balance sheet.

Lease assets and liabilities greater than 12 months are recognized at commencement date based on the present value of the lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The ROU assets include prepaid lease payments and exclude lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Leases with an original term of 12 months or less are not recorded in the accompanying consolidated balance sheet.

Lease and non-lease components are generally accounted for separately for real estate leases. For non-real estate leases, we account for the lease and non-lease components as a single lease component.

Property, Plant and Equipment Property, plant and equipment are carried at cost and are depreciated using the straight-line method over ~~the~~their estimated useful lives ~~of the assets~~. When assets are retired or disposed of, the cost and related accumulated depreciation are removed from the accounts, and ~~gains~~any resulting gain or ~~losses~~loss ~~are~~is recognized in the ~~same~~ period incurred. Maintenance and repairs are expensed as incurred, while significant additions and improvements are capitalized. Long-lived assets, including property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable based on estimated future undiscounted cash flows. The amount of impairment, if any, is measured as the difference between the net book value and the estimated fair value of the asset(s).

~~Fair~~In ~~Value~~January of2026, ~~Financial~~we ~~Instruments~~completed ~~The~~an ~~carrying~~assessment ~~value~~ of ~~cash~~the ~~equivalents,~~useful ~~accounts~~lives ~~receivable,~~of ~~accounts~~our ~~payable~~property, ~~accrued~~plant ~~payroll~~and equipment and ~~related~~adjusted ~~benefits,~~the ~~and~~estimated ~~other~~useful ~~accrued~~lives ~~liabilities~~of ~~approximates~~certain ~~fair~~property, ~~value~~plant ~~due~~and equipment to more closely reflect the ~~short~~expected ~~maturity~~economic lives of ~~those~~these ~~instruments~~assets. ~~Fair~~These ~~value~~adjustments isfollowed ~~defined~~an asanalysis ~~the~~of ~~price~~our ~~that~~actual ~~would~~usage beof ~~received~~assets, ~~from~~including the ~~sale~~technological and physical obsolescence of anthese ~~asset~~assets, orour ~~paid~~ability to ~~transfer~~continue ato ~~liability~~use ~~(an~~equipment, ~~exit~~historical ~~price)~~usage intrends, ~~the~~and ~~principal~~anticipated orcapital ~~most~~plans ~~advantageous~~and ~~market~~technology ~~for~~roadmaps, ~~the~~as ~~asset~~well oras ~~liability~~industry trends and practices. Based on this analysis, we determined that the increase in anuseful ~~orderly~~lives ~~transaction~~was ~~between~~warranted ~~market~~and ~~participants~~consistent onwith the ~~measurement~~Company’s ~~date~~historical and anticipated use of these assets. The ~~three-level~~updated ~~hierarchy~~estimated useful lives of certain assets for ~~disclosure~~financial isreporting ~~based~~purposes onare ~~the~~as ~~extent~~follows: buildings and ~~level~~improvements, of5 ~~judgment~~to ~~used~~35 years increased to ~~estimate~~5 ~~fair~~to ~~value.~~40 ~~Level~~years; 1manufacturing ~~inputs~~equipment, ~~consist~~5 ofto ~~valuations~~10 ~~based~~years onincreased ~~quoted~~5 ~~market~~to ~~prices~~14 inyears; ~~active~~canister ~~markets~~and ~~for~~cylinder, ~~identical~~3 ~~assets~~to or12 ~~liabilities.~~years ~~Level~~increased 2to ~~inputs~~3 ~~consist~~to of19 ~~valuations~~years; ~~based~~molds, on3 ~~quoted~~to ~~prices~~5 ~~for~~years ~~similar~~increased ~~assets~~to or3 ~~liabilities~~to 9 years and lab equipment, ~~quoted~~3 ~~prices~~to ~~for~~8 ~~identical~~years ~~assets~~increased orto 3 to 9 years.

F-10

Table of Contents

Fair Value of Financial Instruments The carrying value of cash equivalents, accounts receivable, accounts payable, accrued payroll and related benefits, and other accrued liabilities approximates fair value due to the short maturity of those instruments. Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The three-level hierarchy for disclosure is based on the extent and level of judgment used to estimate fair value. Level 1 inputs consist of valuations based on quoted market prices in active markets for identical assets or liabilities. Level 2 inputs consist of valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in an inactive market, or other observable inputs. Level 3 inputs consist of valuations based on unobservable inputs that are supported by little or no market activity.

Goodwill and Intangible Assets Goodwill represents the excess of acquisition costs over the fair value of the net assets of businesses acquired. Goodwill is not subject to amortization, but is tested for impairment annually at August 31, the Company’s annual testing date, and whenever events or changes in circumstances indicate that impairment may have occurred.

In performing the Company’s annual goodwill impairment test, the Company is permitted to first assess qualitative factors to determine whether it is more likely than not that the ~~fair~~carrying ~~value~~amount of the Company’s reporting unit exceeds its ~~carrying~~fair ~~amount,~~value including goodwill. In performing the qualitative assessment, the Company considers certain events and circumstances specific to the reporting unit and to the entity as a whole, such as macroeconomic conditions, industry and market considerations, overall financial performance and cost factors when evaluating whether it is more likely than not that the ~~fair~~carrying value of the reporting unit exceeds its ~~carrying~~fair ~~amount~~value. The Company is also permitted to bypass the qualitative assessment and proceed directly to the quantitative assessment. If the Company chooses to undertake the qualitative assessment and concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company would then proceed to the quantitative impairment assessment. In the quantitative assessment, the Company compares the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value exceeds the carrying value, no impairment loss exists. If the fair value is less than the carrying amount, a goodwill impairment loss is measured and recorded.

The quantitative impairment test requires us to estimate the fair value of a reporting unit, which is based on a combination of the income and market approaches. The income approach is a valuation technique under which we estimate future cash flows using the reporting unit’s financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost expense rate to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including appropriate market comparable, projected future revenue growth and gross margins, the discount rate reflecting the risk inherent in future cash flows, the terminal growth rate, and projected future economic and market conditions. The market approach is a valuation technique under which we estimate the fair value of a reporting unit using publicly available market multiples for comparable companies.

Amortizable intangible assets include, among other items, patented, unpatented and other developed technology and customer-based intangibles, and are amortized using the straight-line method over their respective estimated useful lives. The Company reviews intangible assets and other long-lived assets for impairment if changes in circumstances or the occurrence of events suggest the remaining value may not be recoverable.

Derivative Financial Instruments The Company is exposed to various market risks, including risks associated with interest rates and foreign currency exchange rates. We enter into certain derivative transactions to mitigate the volatility associated with these exposures. We have policies in place that define acceptable instrument types we may enter into and we have established controls to limit our market risk exposure. We do not use derivative financial instruments for trading or speculative purposes. In addition, all derivatives, whether designated in hedging relationships or not, are recorded on the consolidated balance sheets at fair value on a gross basis.

Interest Rate Swap

The fair value of the interest rate swap is estimated using standard valuation models using market-based observable inputs over the contractual term, including one-month Secured Overnight Financing Rate (“SOFR”) based yield curves, among others. We consider the risk of nonperformance, including counterparty credit risk, in the calculation of the fair value. We have designated this swap agreement as a cash flow hedge. As a cash flow hedge, unrealized gains are recognized as assets and unrealized losses are recognized as liabilities. Unrealized gains and losses are designated as effective or ineffective based on a comparison of the changes in fair value of the interest rate swap and changes in fair value of the underlying exposures being hedged. The effective portion is recorded as a component of accumulated other comprehensive loss, while the ineffective portion is recorded as a component of Interest expense. Changes in the method by which we pay interest from one-month SOFR to another rate of interest could create ineffectiveness in the swap, and result in amounts being reclassified from other comprehensive income (loss) into net income. Hedge effectiveness is tested quarterly to determine if hedge treatment is appropriate. Realized gains and losses are recorded on the same financial statement line as the hedged item, which is Interest expense.

F-11

Table of Contents

(loss) into net income. Hedge effectiveness is tested quarterly to determine if hedge treatment is appropriate. Realized gains and losses are recorded on the same financial statement line as the hedged item, which is Interest expense.

Foreign Currency Contracts Not Designated as Hedges

On a periodic basis, we enter into forward foreign exchange contracts in an effort to mitigate the risks associated with currency fluctuations on certain foreign currency balance sheet exposures. These foreign exchange contracts do not qualify for hedge accounting; therefore, the gains and losses resulting from the impact of currency exchange rate movements on our forward foreign exchange contracts are recognized as Other expense (income), net in the accompanying consolidated statements of operations in the period in which the exchange rates change.

Foreign Currency Translation Assets and liabilities of certain foreign subsidiaries are translated from foreign currencies into U.S. dollars at period-end exchange rates, and the resulting gains and losses arising from translation of net assets located outside the U.S. are recorded as a cumulative translation adjustment, a component of accumulated other comprehensive loss in the consolidated balance sheets. Income statement amounts are translated at the average exchange rates for the year. Translation adjustments are not adjusted for income taxes, as substantially all translation adjustments relate to permanent investments in non-U.S. subsidiaries. Gains and losses resulting from foreign currency transactions are included in Other expense (income), net, in the Company’s consolidated statements of operations.

Revenue Recognition Revenue is measured based on consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer.

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Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.

Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of sales.

The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less.

When the Company receives consideration, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a sales contract, the Company records deferred revenue, which represents a contract liability. Such deferred revenue typically results from advance payments received on sales of the Company’s products. The Company makes the required disclosures with respect to deferred revenue in Note 2 to the consolidated financial statements.

The Company does not disclose information about remaining performance obligations that have original expected durations of one year or less.

The following is a description of principal activities from which the Company generates its revenues. The Company has two reportable segments. For more detailed information about reportable segments, see Note 20 to the consolidated financial statements. For each of the two reportable segments, the recognition of revenue regarding the nature of goods and services provided by the segments are similar and described below. The Company recognizes revenue for product sales at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment or delivery, depending on the terms of the underlying contracts. For product sales contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognizes the related revenue as control of each individual product is transferred to the customer in satisfaction of the corresponding performance obligations. All material revenue is being recognized at a point in time.

The Company generally recognizes revenue for sales of services when the Company has satisfied the performance obligation. The payment terms and revenue recognized are based on time and materials.

The Company also enters into arrangements to license its intellectual property. These arrangements typically permit the customer to use a specialized manufacturing process and in return the Company receives a royalty fee. The Company recognizes revenue for a sales-based or usage-based royalty promised in exchange for a license of intellectual property when the subsequent sale or usage occurs.

The Company offers certain customers cash discounts and volume rebates as sales incentives. The discounts and volume rebates are recorded as a reduction in sales at the time revenue is recognized in an amount estimated based on historical experience and contractual obligations. The Company periodically reviews the assumptions underlying its estimates of discounts and volume rebates and adjusts its revenues accordingly.

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In addition, the Company offers free product rebates to certain customers. The Company utilizes an adjusted market approach to estimate the stand-alone selling price of the loyalty program and allocates a portion of the consideration received to the free product offering. The free product offering is redeemable upon future purchases of the Company’s products. The amount associated with free product rebates is recorded as deferred revenue on the balance sheet and is recognized as revenue when the free product is redeemed or when the likelihood of redemption is remote. The Company has deemed that the amount is immaterial for disclosure.

The Company provides for the estimated costs of fulfilling its obligations under product warranties at the time the related revenue is recognized. The Company estimates the costs based on historical failure rates, projected repair costs, and knowledge of specific product failures (if any). The specific warranty terms and conditions vary depending upon the product sold and the country in which we do business, but generally include parts and labor over a period generally ranging from 90 days to one year. The Company regularly reevaluates its estimates to assess the adequacy of the recorded warranty liabilities and adjusts the amounts as necessary.

The Company’s contracts are generally short-term in nature. Most contracts do not exceed twelve months. Payment terms vary by the type and location of the Company’s customers and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. Those customers that prepay are represented by the contract liabilities until the performance obligations are satisfied.

Engineering, Research and Development Expenses Engineering, research and development expenses are expensed as incurred.

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Share-Based Compensation The Company measures the cost of employee services received in exchange for the award of equity instruments based on the fair value of the award at the date of grant. Share-based compensation expense is recognized using the straight-line attribution method to recognize share-based compensation over the service period of the award, with adjustments recorded for forfeitures as they occur. Awards issued to employees who are retirement eligible or nearing retirement eligibility are expensed on an accelerated basis.

Government Grants The Company entered into certain incentive arrangements with the state of Colorado and U.S. Department of Commerce. We account for funds we receive from government grants by either reducing the costs of the assets (if the grant relates to capital expenditures) or expenses which could be Cost of goods sold, Selling, general and administrative, and Research and development expenses in the consolidated statements of income. ~~once~~We recognize the ~~conditions~~incentives ~~and~~when ~~restrictions~~there ofis ~~the~~reasonable ~~grant~~assurance ~~have~~that ~~been~~we ~~met~~will comply with all conditions specified in the incentive arrangement and ~~payment~~the ~~has~~incentive ~~been~~will be received.

Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income tax expense in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. A valuation allowance is recorded to reduce deferred tax assets when it is more likely than not that the Company would not be able to realize all or part of its deferred tax assets. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company’s policy for recording interest and penalties associated with audits and unrecognized tax benefits is to record such items as a component of income before taxes. Penalties and interest to be paid or received are recorded in other expense (income), net, in the statement of operations.

Comprehensive Income Comprehensive income represents the change in equity resulting from items other than shareholder investments and distributions. The Company’s foreign currency translation adjustments, unrealized gains and losses on available-for-sale investments, interest rate swap - cash flow hedge and minimum pension adjustments are included in accumulated other comprehensive loss. Comprehensive income and the components of accumulated other comprehensive loss are presented in the accompanying consolidated statements of comprehensive income and consolidated statements of equity.

Recent Accounting Pronouncements Adopted

During the year ended December 31, 2024, the Company adopted Accounting Standards Update (ASU) 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures". This update enhances segment reporting by requiring additional disclosures, including disclosure of significant segment expenses, identification of the Chief Operating Decision Maker (CODM) and their use of segment profit or loss measures, and enhanced interim reporting requirements. The Company applied the guidance retrospectively to all periods presented. These changes did not impact the Company’s consolidated financial results but improved transparency for users of the financial statements. See Note 20 to the consolidated financial statements for further details.

Recent Accounting Pronouncements Yet to be Adopted

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. Early adoption is permitted. The updated standard is effective for our annual reporting periods beginning in fiscal year 2025. The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to financial statements. The amendments in this ASU are effective for our annual reporting periods beginning in fiscal 2027 and interim reporting periods beginning in the first quarter of fiscal year 2028, with early adoption permitted. We are currently evaluating the impact of this ASU on our consolidated financial statements and related disclosures.

The Company currently has no other material recent accounting pronouncements yet to be adopted.

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During the year ended December 31, 2025, the Company adopted Accounting Standards Update (ASU) 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The Company applied the guidance prospectively by providing the revised disclosures for the year ended December 31, 2025 and by providing the pre-ASU disclosures for the prior periods. These changes did not impact the Company’s consolidated financial results but provide additional information for users of the financial statements. See Note 16 to the consolidated financial statements for further details.

Recent Accounting Pronouncements Yet to be Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to financial statements. The amendments in this ASU are effective for our annual reporting periods beginning in fiscal year 2027 and interim reporting periods beginning in the first quarter of fiscal year 2028, with early adoption permitted. We are currently evaluating the impact of this ASU on our consolidated financial statements and related disclosures.

The Company currently has no other material recent accounting pronouncements yet to be adopted.

2. REVENUES

The following table provides information about disaggregated net sales by customer category for the years ended December 31, 2025, 2024 and 2023:

(In thousands)	2024		2023		2022
(In millions)	2025		2024		2023
Semiconductor:
Fabs	$	1,~~965,569~~973.0	$	1,~~919,998~~965.6	$	1,~~747,437~~920.0
Equipment and Engineering	~~493,501~~469.4		~~566,806~~493.5		~~547,956~~566.8
Chemical and Materials	~~327,441~~320.1		~~355,157~~327.5		~~382,552~~355.2
Semi Distributor/Other	~~262,584~~272.5		~~326,936~~262.6		~~343,559~~326.9
Non-Semi	~~192,113~~161.6		~~355,029~~192.0		~~260,529~~355.0
Total net sales	$	3,~~241,208~~196.6	$	3,~~523,926~~241.2	$	3,~~282,033~~523.9

The following table provides information about current contract liabilities from contracts with customers. The contract liabilities are included in other accrued liabilities balance in the consolidated balance sheet.

(In thousands)	2024		2023
(In millions)	2025		2024
Balance at beginning of year	$	~~69,051~~41.7	$	~~60,476~~69.1
Revenue recognized that was included in the contract liability balance at the beginning of the period	(~~65,064~~36.6)		(~~37,830~~65.1)
Increases due to cash received, excluding amounts recognized as revenue during the period	~~37,751~~44.8		~~52,720~~37.7
Contract liabilities included as part of dispositions and held for sale	—		(6,315)
Balance at end of year	$	49.9	$	41.7
Balance at end of year	$	41,738	$	69,051

3. GOODWILL AND LONG-LIVED ASSET IMPAIRMENT

During 2023, the Company was exploring market interest in sales of two of our businesses, Electronic Chemicals (“EC”) and a small, industrial specialty chemicals business, both within our Materials Solutions (“MS”) segment. As a result, the Company had triggering events and evaluated goodwill and long-lived assets for impairment.

Goodwill

In 2023, the Company compared the reporting units’ fair value to the carrying amounts, including goodwill. As the reporting units’ carrying amount, including goodwill exceeded fair value, the Company recorded goodwill impairment charges of $115.2 million in 2023. The impairment is classified as goodwill impairment in the Company’s consolidated statement of operations. The goodwill impairment is not deductible for tax purposes. The fair value of the reporting unit was determined using a market and income-based approach. We consider this a Level 3 measurement in the fair value hierarchy. There was no goodwill impairment charge recorded during 2024 or 2025.

Long-lived assets, including finite-lived intangible assets

The Company compared the estimated undiscounted future cash flows generated by the asset groups to the carrying amount of the asset groups for the reporting units and determined that the undiscounted cash flows were expected to exceed the carrying value on a held and used basis for the EC business but did not for the small, industrial specialty chemical business. As a result, the Company recorded an impairment of $30.5 million in 2023 and $13.0 million in 2024 related to the industrial specialty chemical business. The impairment is classified as selling, general and administrative expenses in the Company’s consolidated statements of operations. The fair value of the reporting unit was determined using a market-based approach. We consider this a Level 3 measurement in the fair value hierarchy. The small, industrial specialty chemical business remains classified as an asset held-for-sale as of December 31, 2024; see Note 5 for further discussion.

4. ACQUISITION

CMC Materials, Inc.

On July 6, 2022, the Company completed its acquisition of CMC Materials, Inc. (“CMC Materials”), a Delaware corporation, for approximately $6.0 billion in cash and stock (the “Acquisition”) pursuant to an Agreement and Plan of Acquisition dated as

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ofLong-lived ~~December 14~~assets, ~~2021~~including ~~(the~~finite-lived ~~“Acquisition~~intangible Agreement”). As a result of the Acquisition, CMC Materials became a wholly owned subsidiary of the Company. The Acquisition was accounted for under the acquisition method of accounting and the results of operations of CMC Materials are included in the Company's consolidated financial statements as of and since July 6, 2022. CMC Materials reports into the MS segment of the Company. Direct costs of $39.5 million associated with the acquisition of CMC Materials, consisting primarily of professional and consulting fees, were expensed as incurred in the twelve months ended December 31, 2022, respectively. These costs are classified as selling, general and administrative expense in the Company's consolidated statement of operations. The amounts of net sales and net loss from CMC Materials since the acquisition date included in the consolidated statement of operations for the twelve months ended December 31, 2022 are $581.0 million and $75.8 million, respectively. assets

The ~~purchase~~Company ~~price~~compared the estimated undiscounted future cash flows generated by the asset groups to the carrying amount of ~~CMC~~the ~~Materials~~asset ~~consisted~~groups for the reporting units and determined that the undiscounted cash flows were expected to exceed the carrying value on a held and used basis for the EC business but did not for the small, industrial specialty chemical business. As a result, the Company recorded an impairment of $30.5 million in 2023 and $13.0 million in 2024 related to the ~~following:~~industrial specialty chemical business. The impairment is classified as selling, general and administrative expenses in the Company’s consolidated statements of operations. The fair value of the reporting unit was determined using a market-based approach. We consider this a Level 3 measurement in the fair value hierarchy. The small, industrial specialty chemical business was sold during the fourth fiscal quarter of 2025; see Note 4 for further discussion.

(In thousands)
Cash paid to CMC Materials’ shareholders	$	3,836,983
Stock paid to CMC Materials’ shareholders	1,265,690
Repayment of CMC Materials’ indebtedness	918,578
Total purchase price	6,021,251
Less cash and cash equivalents acquired	280,636
Total purchase price, net of cash acquired	$	5,740,615

During 2025, the Company recorded an impairment charges of $11.7 million related to long-lived assets as a result of restructuring initiatives that took place during the year. See Note 15 for further discussion.

~~Under the terms of the Acquisition Agreement, the Company paid $133~~4.00 per share for all outstanding shares of CMC Materials (excluding treasury shares). In addition, the Company settled all outstanding share-based compensation awards held by CMC Materials’ employees at the same per share price except for certain unvested performance units that were replaced by the Company’s restricted share units. The acquisition method of accounting requires the Company to include the amount associated with pre-combination service as purchase price for the acquisition, reflected in the table immediately above. DIVESTITURE

~~The~~Divestiture Acquisition was funded with existing cash balances as well as funds raised by the Company through the issuance of debt in the form of a new term loan facility in the aggregate principal amount of $2,495.0 million, senior secured notes due 2029 in an aggregate principal amount of $1,600.0 million, senior unsecured notes due 2030 in an aggregate principal amount of $895.0 million, and a 364-~~Day~~ ~~Bridge Credit Facility in the aggregate principal amount of $275.0 million (collectively “CMC Materials Acquisition Financing”).~~ Other

~~The~~During ~~following~~the ~~table~~fourth ~~summarizes~~quarter of 2025, the ~~allocation~~Company ofcompleted the ~~purchase~~sale ~~price~~of toits ~~the~~small, ~~fair~~industrial ~~values~~specialty ~~assigned~~chemicals tobusiness that reports within the ~~assets~~MS ~~acquired~~segment and ~~liabilities~~was ~~assumed~~presented atas Held for Sale as of December 31, 2024 and 2023. We incurred $6.7 million of costs associated with the ~~date~~disposition of the ~~Acquisition~~business. asAs ~~originally~~a ~~reported~~result of the disposition, we recorded a loss of $10.9 million, which included direct costs to sell the business. We presented the net loss in Selling, general and asadministrative expenses in the consolidated statements of ~~December~~operations for the year ended December 31, ~~2022:~~2025.

(In thousands)	As of July 6, 2022
Cash and cash equivalents	$	280,636
Accounts receivable and other current assets	207,472
Inventory	256,598
Property, plant and equipment	537,387
Identifiable intangible assets	1,736,219
Other noncurrent assets	39,725
Current liabilities	(211,417)
Deferred tax liabilities and other noncurrent liabilities	(452,805)
Net assets acquired	2,393,815
Goodwill	3,627,436
Total purchase price	$	6,021,251

The disposition of the business did not meet the criteria to be classified as a discontinued operation in the Company’s financial statements since the disposition did not represent a strategic shift that had, or will have, a major effect on the Company’s operations and financial results.

~~The~~5. ~~final~~TRADE ~~valuation~~ACCOUNTS ofAND ~~assets~~NOTES ~~acquired and liabilities assumed in connection with the Acquisition was completed in the second quarter of 2023.~~RECEIVABLE

~~The~~Trade ~~fair~~accounts ~~value~~and ofnotes ~~acquired~~receivable ~~inventories~~from ~~was~~customers ~~$256.6 million and was valued~~ at ~~the~~December 31, ~~estimated~~2025 ~~selling~~and ~~price~~2024 ~~less~~consist ~~the cost~~ of ~~disposal and reasonable profit for~~ the ~~selling effort. The fair value write-up of acquired finished goods inventory was $61.9 million. This~~ following:


(In millions)	2025		2024
Trade accounts receivable	$	462.5	$	497.3
Notes receivable	1.0		1.1
Total trade accounts and notes receivable	463.5		498.4
Less allowance for credit losses	4.8		3.1
Trade accounts and notes receivable, net	$	458.7	$	495.3

6. INVENTORIES

Inventories at December 31, 2025 and 2024 consist of the following:


(In millions)	2025		2024
Raw materials	$	240.0	$	231.0
Work-in-process	55.4		59.6
Finished goods (1)	347.8		347.5
Inventories, net	$	643.2	$	638.1

(1) Includes consignment inventories held by customers of $25.1 million and $24.0 million at December 31, 2025 and 2024, respectively.

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~~amount~~7. ~~was recorded as an incremental cost of sales charge~~PROPERTY, ~~amortized~~PLANT ~~over~~AND ~~the expected turn of the acquired inventory, during the year ended December 31, 2022.~~ EQUIPMENT

Property, plant and equipment at December 31, 2025 and 2024 consists of the following:

The fair value of acquired property, plant and equipment of $537.4 million is valued at its fair value assuming held and used, unless market data was available supporting the fair value.


(In millions)	2025		2024		Estimated useful lives in years
Land	$	79.9	$	47.2
Buildings and improvements	1,041.0		849.8		5-35
Manufacturing equipment	877.5		799.6		5-10
Canisters and cylinders	218.5		204.0		3-12
Molds	90.4		85.4		3-5
Office furniture and lab equipment	372.1		338.2		3-8
Construction in progress	175.9		356.1
Total property, plant and equipment	2,855.3		2,680.3
Less accumulated depreciation	1,219.2		1,057.4
Property, plant and equipment, net	$	1,636.1	$	1,622.9

The ~~Company~~table ~~recognized~~below ~~the~~sets ~~following~~forth ~~intangible~~the ~~assets~~depreciation asexpense ~~part~~for of the ~~acquisition~~years ofended ~~CMC~~December 31, ~~Materials~~2025, 2024 and ~~finite lived assets will be amortized on a straight-line basis~~2023:

(In thousands)	Amount		Weightedaverage life inyears
(In millions)	2025		2024		2023
Developed technology	$	1,043,000	7.3
Depreciation expense	$	205.3	$	188.1	$	172.7
Trademarks and trade names	236,600		14.9
Customer relationships	414,300		18.3
In-process research and development(1)	31,400
Other	10,919		1.2
	$	1,736,219	11.0

~~(1)~~8. ~~In-process~~GOODWILL ~~research~~AND ~~and~~INTANGIBLE development assets are treated as indefinite-lived until the completion or abandonment of the associated research and development project, at which time the appropriate useful lives would be determined. ASSETS

~~The~~Goodwill ~~fair~~activity ~~value~~for ~~of acquired identifiable finite intangible assets was determined using an income method, which utilizes discounted cash flows to fair value~~ each of the ~~identifiable intangible assets. The~~ Company’s ~~normally~~reportable ~~utilizes the “income method~~segments,” ~~which~~Materials ~~starts~~Solutions with a forecast of all of the expected future net cash flows attributable to the subject intangible asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Depending on the asset valued, the key assumptions included one or more of the following: (1“MS”) ~~future~~and ~~revenue~~Advanced ~~growth~~Purity ~~rates,~~Solutions (2“APS”) ~~future gross margin~~, ~~(3)~~for ~~future~~the ~~selling,~~years ~~general~~ended ~~and administrative expenses~~December 31, ~~(4)~~2025 ~~royalty rates,~~ and ~~(5)~~2024 ~~discount~~is ~~rates. The~~shown valuations were based on the information that was available as of the acquisition date and the expectations and assumptions that have been deemed reasonable by the Company’s management. There are inherent uncertainties and management judgment required in these determinations. The fair value measurements of the assets acquired and liabilities assumed were based on valuations involving significant unobservable inputs, or Level 3 in the fair value hierarchy. below:

The purchase price of CMC Materials exceeded the fair value of the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed by $3,627.4 million. Cash flows used to determine the purchase price included strategic and synergistic benefits (investment value) specific to the Company, which resulted in a purchase price in excess of the fair value of identifiable net assets. The purchase price also included the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value in addition to a going-concern element that represents the Company’s ability to earn a higher rate of return on the group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill. No amount of goodwill is expected to be deductible for tax purposes.

(In millions)

Filing Compare · ENTEGRIS INC