ENTG

• Q2 2026 net sales were $883.2 million, up from $792.4 million in Q2 2025 and $811.9 million in Q1 2026.
• GAAP net income was $93.6 million, with diluted EPS of $0.61, compared to $52.8 million and $0.35 in Q2 2025.
• Non-GAAP diluted EPS was $0.93, up from $0.66 in Q2 2025 and $0.86 in Q1 2026.
• GAAP gross margin was 47.6% of net sales, and adjusted operating margin was 24.5% of net sales.
• For Q3 2026, the company expects sales of $905-$935 million, GAAP diluted EPS of $0.75-$0.83, and non-GAAP diluted EPS of $0.96-$1.04.
• Adjusted EBITDA margin for Q2 2026 was 28.4% of net sales, and Q3 2026 outlook is 28.0%-29.0% of sales.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Bertrand Loy will retire as Executive Chair and resign from the Board effective July 31, 2026, upon expiration of his Executive Chair Agreement.
• Robert A. Bruggeworth, President and CEO of Qorvo, will join the Board as a director effective August 3, 2026, filling the vacancy from Loy's retirement.
• Bruggeworth will receive a prorated equity award of $220,000 in restricted stock units and a prorated portion of the $110,000 annual retainer for non-employee directors.
• Loy's retirement is not due to any disagreement with the Company; his equity awards and 2026 incentive will be treated per the Executive Chair Agreement.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• On July 15, 2026, Entegris, Inc. announced a quarterly cash dividend of $0.10 per share.
• The dividend will be paid on August 19, 2026 to shareholders of record at the close of business on July 29, 2026.
• The dividend was authorized by Entegris's board of directors.
• The report was filed under Item 8.01 (Other Events) as a routine corporate action.

8.01 Other Events

• Daniel Woodland, Senior Vice President and President, Materials Solutions, will retire from Entegris on June 1, 2026, under a Transition Agreement and Release dated May 9, 2026.
• Woodland will receive his current base salary until the Retirement Date and a prorated 2026 short-term incentive payment, if earned, payable with other participants.
• Woodland's 2022-2025 long-term equity awards will continue vesting per their terms, subject to restrictive covenants and non-revocation of release; his 2026 equity awards will be forfeited as of the Retirement Date.
• The Transition Agreement includes a general release of claims in favor of Entegris and its affiliates.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• The amended charter and conforming Amended and Restated By-Laws became effective on May 7, 2026, upon filing with the Delaware Secretary of State.
• All eight director nominees were elected, with votes for ranging from 134,362,315 (Dr. Azita Saleki-Gerhardt) to 140,044,463 (Mary Puma).
• Stockholders approved, on an advisory basis, executive compensation (134,253,910 for) and ratified KPMG LLP as independent auditor for 2026 (140,907,791 for).
• A stockholder proposal to provide the right to call special meetings was rejected (43,886,426 for vs. 96,343,817 against), while an advisory proposal on the same topic passed (111,313,502 for).

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• First quarter 2026 net sales were $811.9 million, up 5% year-over-year from $773.2 million in Q1 2025.
• GAAP net income was $92.0 million, with diluted EPS of $0.60, compared to $62.9 million and $0.41 in the prior-year quarter.
• Non-GAAP diluted EPS was $0.86, up from $0.67 in Q1 2025; adjusted EBITDA margin was 27.8% of sales.
• For Q2 2026, the company guides sales of $815-$845 million, GAAP diluted EPS of $0.53-$0.61, and non-GAAP diluted EPS of $0.76-$0.84.
• Segment results: Materials Solutions net sales $351.1 million, Advanced Purity Solutions net sales $463.6 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Sukhi Nagesh will become Senior Vice President and Chief Financial Officer, effective May 18, 2026.
• Nagesh's compensation includes a $590,000 base salary, 70% target bonus, $200,000 sign-on bonus, and an initial equity grant valued at $2,100,000.
• Nagesh most recently served as Head of Corporate Development and M&A at The Nielsen Company since October 2023.
• The appointment follows a rigorous search process, with no disagreement related to Sauer's transition.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• The amended facility matures on April 29, 2031, with a springing maturity tied to certain outstanding debt above a threshold.
• Interest margins range from 1.25% to 1.75% for Term Benchmark/RFR borrowings and 0.25% to 0.75% for base rate borrowings, depending on leverage; commitment fees range from 0.20% to 0.30%.
• The company prepaid term loans before the amendment, leaving $400.0 million outstanding, which remain under the amended agreement.
• The facility is guaranteed by subsidiaries and secured by substantially all assets, with a maximum first lien net leverage ratio covenant of 5.20 to 1.00 tested only under certain conditions.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits