entg-20260328

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________________________

FORM 10-Q

______________________________________________

(Mark One)


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

For the quarterly period ended March 28, 2026


☐			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)

(Zip Code)

(978) 436-6500

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

_______________________________________

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value per share

ENTG

The Nasdaq Stock Market LLC

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 ý 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 ý No ¨

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

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of April 27, 2026, there were 152.5 million shares of the registrant’s common stock outstanding.

Table of Contents

ENTEGRIS, INC. AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS

FOR THE QUARTER ENDED March 28, 2026


Description			Page
PART I Financial Information

Item 1. Financial Statements (Unaudited)			4
Condensed Consolidated Balance Sheets as of March 28, 2026 and December 31, 2025			4
Condensed Consolidated Statements of Operations for the Three Months Ended March 28, 2026 and March 29, 2025			5
Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 28, 2026 and March 29, 2025			6
Condensed Consolidated Statements of Equity for the Three Months Ended March 28, 2026 and March 29, 2025			7
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 28, 2026 and March 29, 2025			8
Notes to Condensed Consolidated Financial Statements			10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			18
Item 3. Quantitative and Qualitative Disclosures about Market Risk			29
Item 4. Controls and Procedures			29

PART II Other Information

Item 1. Legal Proceedings			30
Item 1A. Risk Factors			30
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities			30
Item 5. Other Information			30
Item 6. Exhibits			31
Signatures			32

Table of Contents

Cautionary Statements

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “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 Quarterly Report. 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 financial market volatility, which may result in lower consumer spending, inflationary pressures, a higher interest rate environment, an economic recession, and bank instability; supply chain interruptions and the Company’s dependence on sole, single, and limited source suppliers and related raw material shortages and cost increases; operational, political, legal and other risks associated with the Company’s international operations, including challenges in hiring and integrating workers in different countries, maintaining appropriate business practices across the varied jurisdictions in which we operate, and engaging and managing global, regional and local third-party service providers and risks related to geopolitical uncertainty and regional and global instabilities and hostilities, including, but not limited to, the ongoing conflicts between Ukraine and Russia, and conflicts in the Middle East, as well as the global responses thereto; 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; artificial 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 ability to obtain government incentives and the possibility that competitors will benefit from government incentives for which the Company does not qualify; the amount and consequences of the Company’s indebtedness, the Company’s 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; the Company’s ability to effectively implement any organizational changes; 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 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 11, 2026, including under the heading “Risk Factors” in Item 1A, and in the Company’s other periodic filings with the SEC. Except as required under the federal securities laws and the rules and regulations of the SEC, the Company undertakes no obligation to update any forward-looking statements or information contained herein, which speak as of their respective dates.

Table of Contents

PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

ENTEGRIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(In millions, except per share data)	March 28, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	442.7	$	360.4
Trade accounts receivable, net of allowance for credit losses of $4.5 and $4.8	529.5		458.7
Inventories, net	644.4		643.2
Deferred tax charges and refundable income taxes	29.0		35.1

Other current assets	140.4		140.8
Total current assets	1,786.0		1,638.2
Property, plant and equipment, net of accumulated depreciation of $1,240.0 and $1,219.2	1,636.6		1,636.1
Right-of-use assets - Operating lease	98.6		90.2
Right-of-use assets - Finance lease	17.9		18.5
Goodwill	3,947.6		3,946.7
Intangible assets, net of accumulated amortization of $1,232.4 and $1,186.0	860.7		906.9
Deferred tax assets and other noncurrent tax assets	110.0		91.6
Other noncurrent assets	17.7		22.3
Total assets	$	8,475.1	$	8,350.5
LIABILITIES AND EQUITY
Current liabilities:

Accounts payable	$	209.0	$	171.5
Accrued payroll and related benefits	79.5		96.5
Accrued interest payable	64.9		24.3

Other accrued liabilities	111.5		113.9
Income taxes payable	90.7		82.4
Total current liabilities	555.6		488.6
Long-term debt, net of unamortized discount and debt issuance costs of $43.8 and $47.4	3,651.2		3,697.6
Pension benefit obligations and other liabilities	71.3		71.5
Deferred tax liabilities and other noncurrent tax liabilities	41.5		40.8
Long-term lease liability - Operating lease	89.7		81.6
Long-term lease liability - Finance lease	16.6		17.0
Equity:
Preferred stock, par value $0.01; 5.0 shares authorized; none issued and outstanding as of March 28, 2026 and December 31, 2025	—		—
Common stock, par value $0.01; 400.0 shares authorized; issued and outstanding shares as of March 28, 2026: 152.5 and 152.3, respectively; issued and outstanding shares as of December 31, 2025: 152.1 and 151.9, respectively	1.5		1.5
Treasury stock, at cost: 0.2 shares held as of March 28, 2026 and December 31, 2025	(7.1)		(7.1)
Additional paid-in capital	2,492.6		2,472.0
Retained earnings	1,635.2		1,558.4
Accumulated other comprehensive loss	(73.0)		(71.4)
Total equity	4,049.2		3,953.4
Total liabilities and equity	$	8,475.1	$	8,350.5

See the accompanying notes to condensed consolidated financial statements.

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ENTEGRIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended
(In millions, except per share data)	March 28, 2026		March 29, 2025
Net sales	$	811.9	$	773.2
Cost of sales	431.1		416.7
Gross profit	380.8		356.5
Selling, general and administrative expenses	117.6		103.3
Engineering, research and development expenses	75.3		84.8
Amortization of intangible assets	46.3		46.1
Operating income	141.6		122.3
Interest expense	48.9		51.0
Interest income	(1.9)		(1.4)
Other expense, net	1.4		1.3
Income before income tax expense	93.2		71.4
Income tax expense	1.0		8.2
Equity in net loss of affiliates	0.2		0.3
Net income	$	92.0	$	62.9

Basic earnings per common share	$	0.60	$	0.42
Diluted earnings per common share	$	0.60	$	0.41

Weighted average shares outstanding:
Basic	152.3		151.4
Diluted	153.2		152.0

See the accompanying notes to condensed consolidated financial statements.

Table of Contents

ENTEGRIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three months ended
(In millions)	March 28, 2026		March 29, 2025
Net income	$	92.0	$	62.9
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	(1.6)		5.4
Defined benefit pension adjustments	—		(0.1)
Interest rate swap - cash flow hedge, change in fair value - loss, net of tax benefit of $0.0 and $0.6 for the three months ended March 28, 2026 and March 29, 2025, respectively	—		(1.9)
Other comprehensive (loss) income, net of tax	(1.6)		3.4
Comprehensive income	$	90.4	$	66.3

See the accompanying notes to condensed consolidated financial statements.

Table of Contents

ENTEGRIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)


(In millions, except per share data)	Common shares issued	Treasury shares	Common shares outstanding	Common stock		Treasury stock		Additional paid-in capital		Retained earnings		Foreign currency translation adjustments		Defined benefit pension adjustments		Interest rate swap - cash flow hedge		Total
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
Shares issued under stock plans	0.2	—	0.2	—		—		(6.6)		—		—		—		—		(6.6)
Share-based compensation expense	—	—	—	—		—		13.4		—		—		—		—		13.4
Dividends declared ($0.10 per share)	—	—	—	—		—		—		(15.2)		—		—		—		(15.2)
Interest rate swap - cash flow hedge	—	—	—	—		—		—		—		—		—		(1.9)		(1.9)
Pension liability adjustment	—	—	—	—		—		—		—		—		(0.1)		—		(0.1)
Foreign currency translation	—	—	—	—		—		—		—		5.4		—		—		5.4
Net income	—	—	—	—		—		—		62.9		—		—		—		62.9
Balance at March 29, 2025	151.5	(0.2)	151.3	$	1.5	$	(7.1)	$	2,392.1	$	1,431.6	$	(72.2)	$	(0.1)	$	3.6	$	3,749.4
















(In millions, except per share data)	Common shares issued	Treasury shares	Common shares outstanding	Common stock		Treasury stock		Additional paid-in capital		Retained earnings		Foreign currency translation adjustments		Defined benefit pension adjustments		Interest rate swap - cash flow hedge		Total
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
Shares issued under stock plans	0.4	—	0.4	—		—		3.9		—		—		—		—		3.9
Share-based compensation expense	—	—	—	—		—		16.7		—		—		—		—		16.7
Dividends declared ($0.10 per share)	—	—	—	—		—		—		(15.2)		—		—		—		(15.2)


Foreign currency translation	—	—	—	—		—		—		—		(1.6)		—		—		(1.6)
Net income	—	—	—	—

SEC Form 10-Q filed by Entegris Inc.