MKS Inc. filed an 8-K on November 4, 2026, disclosing a new $500 million share repurchase program, an amendment to its bylaws reducing the special-meeting threshold, and financial results for the quarter ended September 30, 2026.

Key Highlights

  • New buyback authorized: The Board approved a 2026 Share Repurchase Program allowing repurchases of up to $500 million of common stock, effective November 2, 2026.
  • Prior program replaced: The 2026 program replaced the share repurchase program approved in July 2011, of which approximately $28 million remained available.
  • Special-meeting threshold lowered: The Third Amended and Restated By-Laws reduce the percentage of voting stock required to call a special meeting of shareholders from 40% to 25%.
  • Ownership measured on net long basis: The amended bylaws specify that the ownership threshold for calling a special meeting is measured on a net long basis.
  • Q3 2026 results announced: The company announced financial results for the quarter ended September 30, 2026, with the full press release attached as Exhibit 99.1.
  • Bylaw amendment effective date: The Third Amended and Restated By-Laws were adopted and became effective November 2, 2026.

MKS Inc. Bylaw Revisions and $500 Million Repurchase Program Details

According to the filing, the Board of Directors of MKS Inc. (NASDAQ:MKSI) approved two significant governance and capital-allocation actions on November 2, 2026. The first was a new share repurchase program authorizing buybacks of up to $500 million of the company's common stock. The filing states that repurchases "may be made from time to time on the open market, in privately negotiated transactions, or by other appropriate means," and that the Board may suspend or terminate the program at any time. The 2026 Share Repurchase Program replaced the prior program approved in July 2011, of which approximately $28 million remained available as of the filing date.

The same date also saw the Board adopt the Third Amended and Restated By-Laws. The filing identifies four categories of changes: a reduction in the voting-stock percentage required to call a special meeting of shareholders from 40% to 25%; a provision specifying that the ownership threshold is measured on a net long basis; requirements for evidence of ownership and other information shareholders must provide when requesting a special meeting; and "various other administrative, technical, clarifying and conforming changes," as described in the filing. The filing notes that its summary of the bylaw changes "does not purport to be complete" and directs readers to Exhibit 3.1 for the full text.

Separately, the company disclosed under Item 2.02 that it announced financial results for the quarter ended September 30, 2026, on November 4, 2026. The press release containing those results was attached as Exhibit 99.1. The filing notes that this information "shall not be deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934." The 8-K was signed by Ramakumar Mayampurath, Executive Vice President and Chief Financial Officer, on November 4, 2026.

What Was Disclosed

MKS Inc. reported a new $500 million share repurchase program replacing its July 2011 program, adoption of amended bylaws lowering the special-meeting shareholder threshold from 40% to 25%, and third-quarter 2026 financial results, all via an 8-K filed November 4, 2026.