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Risk Factors Dashboard

Once a year, publicly traded companies issue a comprehensive report of their business, called a 10-K. A component mandated in the 10-K is the ‘Risk Factors’ section, where companies disclose any major potential risks that they may face. This dashboard highlights all major changes and additions in new 10K reports, allowing investors to quickly identify new potential risks and opportunities.

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Risk Factors - ENTG

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

Reliance on Trusted Suppliers. Our customers require key materials suppliers to demonstrate greater capabilities and resiliency, including sustainability, scalability, flexible manufacturing, quality control, supply chain management and effective collaboration on solutions. In response to these expectations, we leverage our manufacturing, operational and technical capabilities, along with our broad technology portfolio, to become an increasingly important and strategic trusted partner. We have established tech centers and manufacturing capabilities in strategic locations to better collaborate with and serve our customers. As we achieve greater scale, for 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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critical to our long-term success. We have built strong relationships with our customers through our global presence, which allows us to engage with our customers where they operate. For example, we invested in our KSP manufacturing facility in Taiwan and a new research center in South Korea to collaborate locally on solutions for our customers’ yield, reliability and performance challenges. We actively engage with our key customers to design technology roadmaps tailored to their strategic plans. Our customer relationships provide us with collaboration opportunities at early product design stages—in certain cases years ahead of commercialization—which enable us to introduce new products and applications that serve their needs. We intend to continue to strengthen these relationships, including through collaborations and joint development activities.

Supporting the Integration of New Materials. We understand the significant challenges our customers face as they introduce new materials into advanced semiconductor manufacturing processes. New materials must outperform incumbents and deliver equivalent or higher yields without causing integration issues with other process steps. For example, introducing a new material at the deposition stage impacts CMP, post-CMP cleans, etch and post-etch residue cleans, and filter selection across multiple process stages. We believe our ability to both manufacture new materials and support customers in evaluating how those materials interact with other manufacturing stages is a key value proposition. We leverage our understanding of upstream and downstream interactions between unit process steps to tailor product offerings that lower integration risks. We believe this approach accelerates new material introduction by reducing development cycles and improving time to market and yield for our customers.

Technology Leadership and Strong, Diverse 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 maintain a global infrastructure of design, manufacturing, logistics, distribution, service and technical support facilities to meet the needs of our global customers. We 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.

Operational Excellence. Our customers are increasingly focused on the effectiveness, dependability, resiliency and consistency of their supply chains. Our strategy is to continue to develop our supply chain and manufacturing capabilities into a competitive advantage through operational excellence, ensuring employee safety and product quality. We intend to continue investing in the following priorities:

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

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

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

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

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materials and safe transport and delivery onto the wafer, free from contaminants, at a high throughput. As the semiconductor industry adopts 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, enables us to create complementary solutions that enhance device performance and optimize time to yield.

Strategic Acquisitions, Partnerships and Related Transactions. We have completed the integration of CMC Materials, which broadened our product and technology capabilities and increased our scale, and we 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. We expect to continue pursuing strategic acquisitions and partnerships to address product offering gaps, secure new customers, diversify into complementary markets, broaden our technological capabilities, access regional markets and achieve scale benefits. We have a strong track record of executing and integrating these transactions. Prior to our acquisition of CMC Materials, we completed numerous small to mid-sized acquisitions that strengthened our product portfolio. We periodically reevaluate existing businesses and may sell, restructure or replace businesses. We also 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, accelerating product development and developing new supply sources.

Adjacent Markets. We leverage our semiconductor industry expertise and core capabilities in material science and material purity to develop product extensions for other industries requiring materials integrity management, high-purity fluids and integrated dispense systems. We plan to continue selectively developing product extensions for adjacent markets and, in doing so, seek to increase our total available market and return on ER&D investments.

Corporate Social Responsibility. Our corporate social responsibility (“CSR”) program is embedded in our business strategy with 2030 goals built around four pillars: Innovation, Safety, Personal Development and Inclusion, and Sustainability. Recent accomplishments include achieving a “Gold” rating from EcoVadis (96th percentile) and a “B” rating from the Carbon Disclosure Project (“CDP”). Our annual CSR report is published on our website at http://www.Entegris.com under “About Us - Corporate Social Responsibility”.

OUR SEGMENTS

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 example, leveraging the purification and handling expertise of the APS segment to ensure 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 for semiconductor manufacturing and 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 roadmaps, improves device performance, enhances yields and is critical to leading-edge logic and memory devices. We believe the growing long-term demand in advanced logic and memory, the need for new and innovative materials at advanced nodes with increasingly complex device designs, and the importance of recess chemistries and specialized cleaning solutions will drive demand in our MS segment.

Molecular and Engineered Solutions. We offer the following Molecular and Engineered Solutions products:

Advanced 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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Specialty Gases. Our specialty gas solutions provide advanced gas delivery and services for electronics industry applications, specifically implant. Our SDS® cylinders safely store and deliver hazardous gases, such as arsine, phosphine, germanium tetrafluoride and boron trifluoride, at sub-atmospheric pressure using our proprietary carbon-based adsorbent materials. These cylinders minimize potential leaks during transportation and use while allowing more gas storage, 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 delivered sub-atmospherically.

Specialty Coatings and E-chucks. Our high-performance specialty coatings, including Pegasus™ and Cearus™ coatings, provide erosion resistance, minimize particle generation and prevent contamination on critical components in semiconductor and other high-technology manufacturing environments. We also provide electrostatic chucks for core components critical to delivery equipment.

Advanced Cleaning Materials. We develop and manufacture high-performance consumable 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.

Formulated Solutions. Our Formulated Solutions business leverages our CMP and related capabilities to provide the following products:

CMP Slurries. We develop, produce and sell CMP slurries for polishing a wide range of materials used in semiconductor devices, including tungsten, dielectric materials, copper, barrier, aluminum and other emerging materials. We believe that we are uniquely positioned to develop and optimize new slurries for emerging materials such as molybdenum.

Substrates. We also offer slurry products for polishing bare silicon wafers and other ultra-hard surface materials, including SiC and GaN substrates and disk substrates and magnetic heads used in hard disk drives for power electronics and advanced communications end-markets.

CMP Pads. CMP pads are critical in the CMP process to flatten and polish wafers and can significantly impact process performance. Our CMP pads, such as our NexPlanar™, Medea™ and Ultra pad products provide the hardness, pore sizes, compressibility and groove patterns required for various CMP applications. Our Epic Power™ CMP Pads are designed for SiC wafers and offer a balance of best-in-class performance, quality and cost of ownership.

Post-CMP Cleans and Brushes. Our post-CMP clean chemistry products, including PlanarClean® and ESC 784, efficiently remove abrasive slurry particles and organic residue from wafers after the CMP process without contributing to contamination. In addition, our consumable polyvinyl alcohol roller brush products are used to clean wafers following CMP.

Surface Preparation and Integration Products. We offer a range of materials used to prepare semiconductor wafer surfaces during the manufacturing process and to integrate with materials on the wafer. Our etch cleaning solutions address applications including post-etch residue removal, wafer etching, organics removal, resist removal, edge bead removal and corrosion prevention. We also offer selective etch products designed for advanced architectures such as 3D-NAND.

Advanced Materials Markets (“AMM”). AMM develops and sells products to customers in markets outside semiconductor manufacturing. AMM includes our POCO® premium graphite products for 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. AMM also provides specialty chemicals and materials for end-markets, including aircraft, aerospace, wound care and medical devices.

ADVANCED PURITY SOLUTIONS SEGMENT

The APS segment focuses 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 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, reducing defects, improving manufacturing yield and enhancing long-term device reliability. Our microenvironment solutions improve yields by ensuring wafer purity and protecting wafers from contamination and damage during manufacturing and transportation, while our fluid management solutions ensure purity and safe delivery of advanced chemicals from the chemical manufacturer to the point-of-use in the semiconductor fab.

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

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 suppliers and wafer growers serving the global semiconductor industry. We also serve OSAT facilities, flat panel display manufacturers and hard disk drive component and device makers, as well as customers in solar, life sciences, electrical discharge machining, glass manufacturing, aerospace and biomedical implant manufacturing.

The following table shows the percentage of our net sales to top customers and the percentage of our net sales that are domestic and international during the three most recent fiscal years.

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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:

We believe we compete favorably based on these factors. We believe that our key competitive strengths include our broad product offerings, our strong ER&D infrastructure, our manufacturing excellence, our quality control systems, low total cost of ownership of our products, our close collaboration on customer technical roadmaps and our deep applications expertise in semiconductor manufacturing processes. However, our competitive position varies by market segment and specific product area.

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:

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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. Using sophisticated methodologies, we research, develop and characterize our materials and products to reduce risks to the integrity of critical materials that our customers use in their manufacturing processes.

In addition, we collaborate with leading universities and industry consortia—including Stanford, Yale, MIT, University of Illinois (Champaign Urbana), SUNY Albany, the Fraunhofer Institute, imec® and CEA-LETI—to extend our ER&D reach and access ideas and concepts beyond the time horizon of our internal development activities.

PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS

As of December 31, 2025, we owned approximately 4,400 active patents worldwide, of which about 850 were U.S. patents. Additionally, we owned about 2,400 pending patent applications globally. We rely on a combination of patent, copyright, trademark and trade secret laws and license agreements to establish and protect our proprietary rights, and 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 from third parties for use in the manufacture and distribution of our products; 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 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 receive confidential information to execute confidentiality agreements with us. These agreements generally provide that all confidential information developed or disclosed during the course of the relationship with the Company will not be disclosed to third parties except in specific limited circumstances.

MANUFACTURING

Our customers rely on our solutions to ensure the integrity of critical materials in their manufacturing processes. Our solutions provide purity, cleanliness, consistent performance, dimensional precision and stability. Our ability to meet customer expectations, combined with our substantial investments in worldwide manufacturing capacity and comprehensive supply chain strategy, positions us well to respond to increasing demands 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. Given the critical importance of contamination control in our industry, we maintain Class 100 to Class 10,000 cleanrooms for manufacturing and assembly. Our worldwide advanced manufacturing capabilities, which we believe are important competitive advantages, include:

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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, and our strategy is to secure diverse sources to enable the desired performance of our products and monitor those sources as necessary to provide supply assurance. However, certain raw materials and 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. These include measures governing the release, use, storage, treatment, transportation, discharge, disposal and remediation of contaminants, hazardous substances and wastes, as well as practices and procedures applicable to plant construction and operation. Although some risk of costs and liabilities is inherent in our business, we believe we operate in substantial compliance with applicable regulations. However, new or more stringent requirements or enforcement policies could be adopted, which could adversely affect us. We expect capital expenditures will be necessary to maintain 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

Our employees are critical to achieving our mission of helping customers improve their productivity, performance and technology by providing enhanced materials and process solutions for the most advanced manufacturing environments. To attract and retain top talent, we are focused on creating a diverse, inclusive and safe workplace with competitive total rewards and quality development and training opportunities.

As of December 31, 2025, we had approximately 7,700 employees, of whom approximately 51%, 15%, 11%, 9%, 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, we must be able to quickly adjust the size of our production staff to meet customer demands and maximize efficiency, using skilled temporary labor when 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. These values foster a positive work environment that allows employees to develop professionally and encourages continued innovation.

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We regularly conduct employee surveys to understand their perspectives. During 2025, topics included commitment to Entegris’ core values, safety and general employee satisfaction. Management uses this information to inform decision-making on employee matters, aiming to continue to be an employer of choice.

We believe that maintaining a culture of diverse perspectives, experiences and backgrounds enables 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 focus on personal development and career empowerment and 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 workplace risk 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. Management uses this information to set safety-related policies and goals for future performance.

We also design our products with end-user safety in mind. Our SDS products are designed to minimize potential leaks during transportation and use of hazardous gases, providing significant safety, environmental and productivity benefits over traditional high-pressure cylinders. Our fluid-handling products, such as tubing, valve, fittings and drum products, are used to safely store, transport and dispense volatile and dangerous chemistries, protecting those who work with them.

Total Rewards. Our total rewards program is designed to attract and retain talented employees through competitive pay, health and welfare, work-life benefits and financial wellness programs that support our employees and their families. We design our programs with the core belief that our employees are at their best when they prioritize their emotional and physical health, and we review and assess these programs annually. Examples of our benefits include a Global Employee Support Program, which provides access to mental and emotional well-being resources, and our Employee Education Assistance Program, which supports continued education to advance careers at Entegris. We also have a global Rewards and Recognition program that recognizes outstanding individual achievement that earn tangible business results, reinforcing our corporate values and 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 through a merger of Entegris, Inc., a Minnesota corporation, and Mykrolis Corporation, a Delaware corporation. The Company subsequently acquired ATMI, based in Danbury, Connecticut, on April 30, 2014 and CMC Materials, based in Aurora, Illinois, on July 6, 2022.

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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.

•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.

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

•Customer concentration.

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

•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.

•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.

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 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. Fluctuations in demand, whether from industry cyclicality, changes in consumer spending, macroeconomic conditions, or other factors, may cause our revenues and 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. A lower volume of sales can have a large and disproportionate impact on our profitability because some of our expenses are fixed in the short term.

Factors that may negatively impact the demand for our solutions or cause our financial results to fluctuate unpredictably include, but are not limited to:

•decreased consumer spending or changes in purchasing habits related to (1) macroeconomic uncertainty, market conditions, slow or negative economic growth or uncertainty about economic and other policies; or (2) geopolitical instability, including the Russian invasion of Ukraine and conflicts in the Middle East;

•trends in the semiconductor industry and demand trends for different types of electronic devices such as logic versus memory integrated circuit (“IC”) devices, or digital versus analog IC devices, and the various technology nodes at which those products are manufactured;

•customer considerations, which may impact their future purchasing decisions, including (1) the size and timing of customer orders; (2) customers’ decisions to accelerate, decelerate or delay shipments; (3) customer inventory management and corrections; (4) customers’ rate of use and replacement of our consumable products; (5) customers’ decisions to delay expansion projects; (6) customers’ device architectures and specific manufacturing processes; (7) consolidation of our customers; and (8) the relative success of our customers vis-à-vis each other;

•the short order-to-delivery time for our products; market share and competitive losses; and pricing changes by us and our competitors;

•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 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;

•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.

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;

•an inability of suppliers 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.

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.

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. In addition, qualifying alternative suppliers or materials (or relocating manufacturing) can be time-consuming and costly due to customer qualification requirements, regulatory approvals,

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and the technical sensitivity of many of our products. Disruptions to transportation routes, ports, air freight capacity, or regional infrastructure in Asia (including in locations where we or our suppliers manufacture or where key customers operate) could further delay deliveries, increase costs, or reduce our ability to serve customers.

Several factors outside 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 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. These measures could reduce our available working capital, increase our inventory carrying costs, and negatively impact our liquidity and overall financial flexibility.

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, 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:

•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;

•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 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;

•public health crises;

•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 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.

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.

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. 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.

Over 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. 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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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.

Consolidation among semiconductor manufacturers, shifts in customer build plans, and evolving procurement strategies (including efforts to localize supply chains in response to export controls or trade policies) may increase these customers’ bargaining power and result in pricing pressure, more restrictive commercial terms (including audit, cybersecurity, ESG, and flow-down requirements), longer payment cycles, or demands for dual sourcing or rapid qualification of alternative products. If we are unable to satisfy these requirements on commercially reasonable terms, we could lose design wins, experience reduced volumes, or incur additional costs, any of which could materially adversely affect our results of operations.

Due to the long design and development cycle and lengthy customer product qualification periods required for most of our products, we may be unable to replace these customers quickly, if at all. The semiconductor industry may continue to undergo consolidation, and if any of our customers merge or are acquired, we may experience lower 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 sell certain of our products globally.

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.

The semiconductor industry 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. 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.

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. 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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result in 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.

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, which cause lower yields, delivery delays and harm 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. These and other manufacturing difficulties may result in the loss of sales and exposure to warranty and product liability claims.

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.

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 tensions with China, have created a heightened risk of cybersecurity attacks. AI 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 AI 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. 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. 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,

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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, 2025, we had goodwill of $3,946.7 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 8 – 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. As the semiconductor industry has grown in recent years, competition for qualified talent, particularly those with significant industry experience, has intensified. 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. 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 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

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. 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. 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.

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.

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.

Various 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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activities. 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 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. In addition, incentives 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 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, 2025, we had an aggregate principal amount of $3.7 billion of indebtedness outstanding, including the $0.5 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”). The credit agreements that govern the Credit Facilities are referred to collectively as the “Amended Credit Agreement”.

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. 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.

Higher 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.

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

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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. 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 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.

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.

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. 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 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.

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.

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. 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,

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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.

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;

•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

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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.

Item 1B. Unresolved Staff Comments.

Not Applicable.

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.

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 quarterly awareness sessions, annual trainings and monthly phishing campaigns.

Engagement of Third Parties

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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.

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

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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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