Form 8-K

8-K — ENTEGRIS INC

Accession: 0001101302-26-000141

Filed: 2026-07-29

Period: 2026-07-28

CIK: 0001101302

SIC: 3089 (PLASTICS PRODUCTS, NEC)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Documents

8-K — entg-20260728.htm (Primary)

EX-99.1 (boardupdates7292026final.htm)

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8-K

8-K (Primary)

Filename: entg-20260728.htm · Sequence: 1

entg-20260728

0001101302ENTEGRIS INCfalse00011013022026-07-282026-07-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________

FORM 8-K

________________________________________

CURRENT REPORT

PURSUANT TO SECTIONS 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) July 28, 2026

_______________________________________

Entegris, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________

Delaware 001-32598 41-1941551

(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

129 Concord Road, Billerica, MA 01821

(Address of principal executive offices) (Zip Code)

(978) 436-6500

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

___________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock, $0.01 par value per share ENTG The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

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

On July 28, 2026, Bertrand Loy, Executive Chair of the Board of Directors (the "Board") of Entegris, Inc. (the "Company"), notified the Board that he will retire from his employment with the Company as Executive Chair effective July 31, 2026 upon the expiration of the Executive Chair Agreement, dated July 30, 2025 (the "Executive Chair Agreement), by and between the Company and Mr. Loy (filed as Exhibit 10.2 to the Form 10-Q for the quarterly period ended June 28, 2025). Mr. Loy has also notified the Board that he will resign as a member of the Board, also effective on July 31, 2026. Mr. Loy's decision to retire and resign from the Board is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Loy's outstanding equity awards and his 2026 annual incentive opportunity will be treated in accordance with the terms of the Executive Chair Agreement, and the Company has not entered into any new compensatory arrangement with Mr. Loy in connection with his retirement from the Company or from the Board.

In connection with Mr. Loy's retirement, the Company announced that the Board has appointed James F. Gentilcore, the current Lead Independent Director of the Board, to serve as Chair of the Board, effective July 31, 2026.

On July 29, 2026, the Company also announced that the Board has appointed Robert A. Bruggeworth, president and chief executive officer of Qorvo, Inc., as a director of the Company, effective August 3, 2026 to fill the vacancy created by Mr. Loy's retirement and to serve until the expiration of his predecessor's term at the 2027 annual meeting. In addition, the Board appointed Mr. Bruggeworth to serve as a member of the Management Development and Compensation Committee of the Board, effective as of the same date. There is no arrangement or understanding between Mr. Bruggeworth and any other persons or entities pursuant to which Mr. Bruggeworth was appointed as a director. The Board has determined that Mr. Bruggeworth qualifies as an independent director under the independence requirements set forth under Rule 5605(a)(2) of the Nasdaq Listing Rules.

Upon his appointment to the Board, Mr. Bruggeworth became entitled to a prorated portion of the standard non-employee directors' compensation for the period ending on May 31, 2027. As part of this standard non-employee director compensation, on August 3, 2026, Mr. Bruggeworth will receive an equity award with a grant date value equal to $220,000 of restricted stock units, which will be prorated for the portion of the annual period he will serve, with restrictions lapsing on the earlier of the date of the 2027 Annual Meeting of Stockholders or the first anniversary of the award date. Mr. Bruggeworth will also receive a prorated portion of the $110,000 annual retainer payable to non-employee directors, paid quarterly in arrears, plus any fee he may be entitled to by virtue of his service as chair or as a member of a committee of the Board. Non-employee directors are reimbursed for their out-of-pocket expenses incurred in connection with services as a director.

In addition, the Company will enter into an indemnity agreement with Mr. Bruggeworth in connection with his services as a member of the Board. The form of indemnity agreement is filed as Exhibit 10.30 to Entegris' Annual Report on Form 10-K for the fiscal year ended August 27, 2005, filed with the U.S. Securities and Exchange Commission on November 23, 2005.

There are no transactions between the Company and Mr. Bruggeworth that would be required to be reported under Item 404(a) of Regulation S-K.

A copy of the news release announcing the retirement of Mr. Loy, the appointment of Mr. Gentilcore as Chair of the Board and the appointment of Mr. Bruggeworth to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit

No. Description

99.1

Press Release, dated July 29, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ENTEGRIS, INC.

Dated: July 29, 2026 By: /s/ Joseph Colella

Name: Joseph Colella

Title: Senior Vice President, General Counsel

and Secretary

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Document

Entegris Announces Changes to Board of Directors

Robert A. Bruggeworth, President and Chief Executive Officer of Qorvo, Appointed to Board

Executive Chair Bertrand Loy to Retire; Lead Independent Director James F. Gentilcore to Become Chair of the Board

BILLERICA, Mass. -- Entegris, Inc. (Nasdaq: ENTG), a global leader in advanced materials and purity solutions for the semiconductor industry, today announced the appointment of Robert A. Bruggeworth, President and Chief Executive Officer of Qorvo, to the Board, effective August 3, 2026. In addition, the Company announced that Bertrand Loy, Executive Chair of the Board of Directors, will retire from Entegris on July 31, 2026. At that time, James F. Gentilcore, currently the Company’s Lead Independent Director, will become Chair of the Board. Mr. Loy’s retirement from the Board reflects the successful culmination of the Company’s CEO succession plan, following Dave Reeder’s appointment as CEO in 2025. These Board changes will bring the total number of Entegris board members to eight.

“We’re pleased to welcome Bob to the Entegris Board,” said James F. Gentilcore, Lead Independent Director. “His corporate leadership and board experience, as well as his deep expertise in the semiconductor and electronic connectivity solutions industries, will bring valuable perspectives to the Board as Entegris continues to drive growth and scale rapidly over the coming years.”

“On behalf of the entire Board, I want to thank Bertrand for his two decades of extraordinary service to Entegris,” Mr. Gentilcore continued. “Under his leadership as President and CEO for 13 years, Entegris built an incredibly strong foundation and a leading global position across the semiconductor industry. We are grateful for his continued support during the transition and wish him all the best in his well-deserved retirement. With a strong leadership team in place, we are confident in Entegris’ path forward and its next chapter of growth. I look forward to stepping into the Chair role as the Board continues to focus on advancing the Company’s momentum and delivering value for our shareholders, customers and employees.”

Dave Reeder, Entegris’ President and Chief Executive Officer, said: “It has been a privilege to work alongside Bertrand over the last year. We are grateful for the significant impact he has made on the business throughout his tenure. I am confident that Bob will be a greatly valued member of our Board as we continue to focus on driving growth and continued success.”

About Robert A. Bruggeworth

Mr. Bruggeworth has served as President and CEO of Qorvo, a leading global provider of connectivity and power solutions, since 2015. Prior to the merger of RF Micro Devices (RFMD) and TriQuint Semiconductor to form Qorvo, he served as the President and CEO of RFMD for nearly 10 years. He also held various leadership positions at AMP Inc., a supplier of electrical and electronic connection devices for sixteen years beginning in 1983. Mr. Bruggeworth serves as

ENTEGRIS, INC.

entegris.com

129 Concord Road, Building 2

Billerica, MA 01821 USA

T +1 978 436 6500

F +1 978 436 6735

Chairman of MSA Safety Incorporated, a global leader in advanced industrial safety technology products and solutions, and is a board member at Qorvo and the Semiconductor Industry Association.

About Entegris

Entegris is a leading supplier of advanced materials and process solutions for the semiconductor and other high-tech industries. Entegris has approximately 7,700 employees throughout its global operations and is ISO 9001 certified. It has manufacturing, customer service and/or research facilities in the United States, Canada, China, Germany, Israel, Japan, Malaysia, Singapore, South Korea, and Taiwan. Additional information can be found at www.entegris.com.

Cautionary Note on Forward-Looking Statements

This news release contains “forward-looking statements.” The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “should,” “may,” “will,” “would” or the negative thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are based on current management expectations and assumptions only as of the date of this news release. They are not guarantees of future performance and they involve substantial risks and uncertainties that are difficult to predict and that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. These risks and uncertainties include, but are not limited to, potential disruptions to the Company’s business, strategy or stakeholder relationships arising from changes in Board leadership, including the retirement of the Executive Chair and the transition to a new Chair; failure to realize the anticipated benefits of new Board appointments; challenges in retaining key personnel during periods of leadership transition; and other matters. These risks and uncertainties also include, but are not limited to, the risk factors and additional information described in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including under the heading “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed on February 11, 2026, and in the Company’s other SEC filings. Except as required under the federal securities laws and the rules and regulations of the SEC, the Company undertakes no obligation to update publicly any forward-looking statements or information contained herein, which speak only as of their respective dates.

Entegris, Inc.

Jeffrey Schnell

Vice President, Investor Relations

+ 1 201-207-3029

Jeffrey.schnell@entegris.com

Entegris, Inc. | page 2 of 2

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