What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-05 · 143 added, 73 removed, 451 unchanged (32% of the section changed)

4 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

Total revenue

22 unchanged sentences

Three months ended

Six months ended

Other comprehensive income (loss):

Nine months ended

September 30,

Other comprehensive (loss) income:

Foreign currency translation adjustments

Amortization of actuarial net gain and other adjustments from pension plan, net of tax

Unrealized (losses) gains on available-for-sale investments

Total other comprehensive income (loss)

Unrealized gains on available-for-sale investments

Total other comprehensive (loss) income

Comprehensive income

3 unchanged sentences

(In thousands, except per share amounts)

September 30,

Current assets:

27 unchanged sentences

Common stock, $ 0.001 par value, 75,000 shares authorized;

31,418 shares issued and outstanding at June 30, 2025;

30,998 shares issued and outstanding at September 30, 2025;

32,365 shares issued and outstanding at December 31, 2024

24 unchanged sentences

Balance at June 30, 2024

Foreign currency translation adjustments

Change in pension obligation

Issuance of common stock on restricted stock units, net of shares withheld

Stock-based compensation expense

Repurchase of common stock

Balance at September 30, 2024

See accompanying Notes to these Consolidated Financial Statements (Unaudited)

Axcelis Technologies, Inc.

Consolidated Statements of Stockholders’ Equity

(In thousands)

Comprehensive

14 unchanged sentences

Balance at June 30, 2025

Foreign currency translation adjustments

Unrealized gains on available-for-sale investments

Issuance of common stock on restricted stock units, net of shares withheld

Stock-based compensation expense

Repurchase of common stock

Balance at September 30, 2025

See accompanying Notes to these Consolidated Financial Statements (Unaudited)

2 unchanged sentences

(In thousands)

Six months ended

Nine months ended

September 30,

Cash flows from operating activities

6 unchanged sentences

Accretion of discounts and premiums on short-term and long-term investments

Unrealized currency (gain) loss on foreign denominated transactions

Unrealized currency gain on foreign denominated transactions

Mark-to-market adjustment on forward exchange contracts

34 unchanged sentences

The balance sheet at December 31, 2024 has been derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.

As of June 30, 2025, there have been no material changes in the Company’s significant accounting policies, other than as described in Note 2 below.

As of September 30, 2025, there have been no material changes in the Company’s significant accounting policies, other than as described in Note 2 below.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).

15 unchanged sentences

Income related to these securities is recorded in interest income in the Consolidated Statements of Operations .

As of June 30, 2025, the amortized cost and fair value of the available-for-sale short-term investments was $ 376.3 million and $ 376.2 million, respectively.

As of June 30, 2025, the amortized cost and fair value of the long-term investments was $ 31.0 million and $ 31.1 million, respectively.

As of June 30, 2025, we had no allowances for credit loss on our investments.

As of September 30, 2025, the amortized cost and fair value of the available-for-sale short-term investments was $ 262.0 million and $ 262.1 million, respectively.

As of September 30, 2025, the amortized cost and fair value of the long-term investments was $ 143.0 million and $ 143.2 million, respectively.

As of September 30, 2025, we had no allowances for credit loss on our investments.

In February 2025, we sold securities classified as held-to-maturity with a total net carrying value of $ 199.5 million.

5 unchanged sentences

The 2012 Equity Plan is more fully described in Note 13 to the consolidated financial statements in our 2024 Form 10-K.

We recognized stock-based compensation expense of $ 5.4 million and $ 5.5 million for the three-month periods ended June 30, 2025 and 2024, respectively.

We recognized stock-based compensation expense of $ 10.3 million and $ 10.2 million for the six-month periods ended June 30, 2025 and 2024, respectively.

We recognized stock-based compensation expense of $ 5.3 million and $ 5.4 million for the three-month periods ended September 30, 2025 and 2024, respectively.

We recognized stock-based compensation expense of $ 15.7 million and $ 15.6 million for the nine-month periods ended September 30, 2025 and 2024, respectively.

These amounts include compensation expense related to RSUs and stock issued to participants under the 2020 Employee Stock Purchase Plan (the “2020 ESPP”).

In the three-month periods ended June 30, 2025 and 2024, we issued 0.1 million and 0.2 million shares of common stock, respectively, upon vesting of RSUs granted under the 2012 Equity Plan and purchases under the 2020 ESPP.

In both the three-month periods ended June 30, 2025 and 2024, we received proceeds of $ 1.2 million in connection with purchases under the 2020 ESPP.

In each of the six-month periods ended June 30, 2025 and 2024, we issued 0.2 million shares of common stock, upon vesting of RSUs granted under the 2012 Equity Plan and purchases under the 2020 ESPP.

In both the six-month periods ended June 30, 2025 and 2024, we received proceeds of $ 1.2 million in connection with purchases under the 2020 ESPP.

In the three-month periods ended September 30, 2025 and 2024, we issued 3,121 and 5,023 shares of common stock, respectively, upon vesting of RSUs granted under the 2012 Equity Plan and purchases under the 2020 ESPP.

In both the three-month periods ended September 30, 2025 and 2024, we received no proceeds in connection with purchases under the 2020 ESPP.

In both of the nine-month periods ended September 30, 2025 and 2024, we issued 0.2 million shares of common stock upon vesting of RSUs granted under the 2012 Equity Plan and purchases under the 2020 ESPP.

In both the nine-month periods ended September 30, 2025 and 2024, we received proceeds of $ 1.2 million in connection with purchases under the 2020 ESPP.

We have operating leases for manufacturing, office space, warehouse space, computer and office equipment and vehicles used in our business operations.

17 unchanged sentences

The amounts of operating and finance lease right-of-use assets and related lease obligations recorded within our consolidated balance sheets are as follows:

September 30,

Classification

10 unchanged sentences

Total lease liabilities

*Finance lease assets are recorded net of accumulated depreciation of $ 47.9 million and include $ 0.5 million of prepaid financing costs as of June 30, 2025.

*Finance lease assets are recorded net of accumulated depreciation of $ 48.1 million and include $ 0.5 million of prepaid financing costs as of September 30, 2025.

Finance lease assets are recorded net of accumulated depreciation of $ 47.4 million and include $ 0.5 million of prepaid financing costs as of December 31, 2024.

2 unchanged sentences

We lease a logistics and flex manufacturing center in Beverly, Massachusetts to support our principal product manufacturing operations at our corporate headquarters.

Operating lease expense and depreciation and interest expense relating to our finance lease obligation are recognized within our Consolidated Statement of Operations for the three and six months ended June 30, 2025 and 2024 as follows:

Operating lease expense and depreciation and interest expense relating to our finance lease obligation are recognized within our Consolidated Statement of Operations for the three and nine months ended September 30, 2025 and 2024 as follows:

Three months ended

Six months ended

Nine months ended

September 30,

Classification

17 unchanged sentences

Total lease cost

* Product / services, sales and marketing and general and administrative expense also includes short-term lease and variable lease costs of approximately $ 0.4 million and $ 1.0 million for the three and six months ended June 30, 2025, respectively, and includes short-term lease and variable lease costs of approximately $ 0.7 million and $ 1.3 million for the three and six months ended June 30, 2024, respectively.

* Product / services, sales and marketing and general and administrative expense also includes short-term lease and variable lease costs of approximately $ 0.4 million and $ 1.4 million for the three and nine months ended September 30, 2025, respectively, and includes short-term lease and variable lease costs of approximately $ 0.3 million and $ 1.6 million for the three and nine months ended September 30, 2024, respectively.

The lease of our corporate headquarters, shown below under finance leases, had an original lease term of 22 years , beginning in January 2015 and expiring in January 2037, with renewal options.

All other locations are treated as operating leases, with lease terms ranging from one to 16 years .

The tables below reflect the minimum cash outflow regarding our current lease obligations as well as the weighted-average remaining lease term and weighted-average discount rates used in our calculation of our lease obligations and right-of-use assets as of June 30, 2025:

All other locations are treated as operating

leases, with lease terms ranging from one to 16 years .

Maturity of Lease Liabilities

6 unchanged sentences

The table above does not include options to renew lease terms that are not reasonably certain of being exercised.

September 30,

Lease term and discount rate

8 unchanged sentences

Our cash flows from our finance lease include both an interest component and a principal component.

The table below shows our cash outflows by lease type and related section of our statement of cash flows, as well as the non-cash amount capitalized on our balance sheet in relation to our operating lease right-of-use assets for the six months ended June 30, 2025 and 2024, respectively:

Six months ended June 30,

The table below shows our cash outflows by lease type and related section of our statement of cash flows, as well as the non-cash amount capitalized on our balance sheet in relation to our operating lease right-of-use assets for the nine months ended September 30, 2025 and 2024, respectively:

Nine months ended September 30,

Cash paid for amounts included in the measurement of lease liabilities

9 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

(in thousands)

4 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

(in thousands)

3 unchanged sentences

Contract liabilities are as follows:

September 30,

(in thousands)

3 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

(in thousands)

4 unchanged sentences

Balance, end of the period

* Adjustment to contracts with customers are assessed to determine if amounts paid by customers represent deferred revenue or liabilities payable to customers and will reclassify such amounts pursuant to our revenue recognition policy and ASC 606.

* Adjustment to contracts with customers are assessed to determine if amounts paid by customers represent deferred revenue or liabilities payable to customers and such amounts are accordingly reclassified pursuant to our revenue recognition policy and ASC 606.

The majority of our system transactions have either (1) payment terms of 90 % due upon shipment of the system and 10 % due upon acceptance or (2) a pre-shipment deposit ranging from 20 % to 60 %, with the remainder due upon shipment, less 10 % due at acceptance.

12 unchanged sentences

Changes to the allowances for credit losses are maintained through adjustments to the provision for credit losses, which are charged to current period earnings.

We did no t have any allowance or incur any credit losses or recoveries for the three and six month periods ended June 30, 2025.

We did no t have any allowance or incur any credit losses or recoveries for the three month period ended June 30, 2024.

We recorded $ 0.5 million of recovery of bad debt expense for the six month period ended June 30, 2024.

As of both June 30, 2025 and June 30, 2024, we had no provision for credit losses.

We did no t have any allowance or incur any credit losses or recoveries for the three and nine month periods ended September 30, 2025.

We recorded $ 3.4 million of bad debt expense for the three-month period ended September 30, 2024 associated with a European customer that filed for bankruptcy.

We recorded $ 0.5 million of recovery of bad debt expense and $ 3.4 million of bad debt expense for the nine-month period ended September 30, 2024.

As of both September 30, 2025 and September 30, 2024, we had no provision for credit losses.

Computation of Net Earnings per Share

3 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

(in thousands, except per share amounts)

4 unchanged sentences

Net income per share

Diluted weighted average shares of common stock outstanding does not include 509,998 and 22,983 common equivalent shares issuable with respect to outstanding equity awards for the three-month periods ended June 30, 2025 and 2024, respectively, or 411,238 and 20,639 common equivalent shares issuable with respect to outstanding equity awards for the six-month periods ended June 30, 2025 and 2024, respectively, as their effect would have been anti-dilutive.

Diluted weighted average shares of common stock outstanding does not include 187,726 and 109,266 common equivalent shares issuable with respect to outstanding equity awards for the three-month periods ended September 30, 2025 and 2024, respectively, or 268,357 and 21,477 common equivalent shares issuable with respect to outstanding equity awards for the nine-month periods ended September 30, 2025 and 2024, respectively, as their effect would have been anti-dilutive.

Accumulated Other Comprehensive Loss

The following table presents the changes in accumulated other comprehensive loss, net of tax, by component, for the six months ended June 30, 2025:

The following table presents the changes in accumulated other comprehensive loss, by component, for the nine months ended September 30, 2025:

Unrealized gains on

4 unchanged sentences

Other comprehensive income and reclassifications

Balance at June 30, 2025

Balance at September 30, 2025

Cash, cash equivalents and restricted cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the total of the amounts shown in the statement of cash flows:

September 30,

(in thousands)

2 unchanged sentences

Total cash, cash equivalents and restricted cash

As of June 30, 2025, we had $ 7.6 million in restricted cash representing the total of (i) a $ 5.9 million cash collateralized letter of credit serving as a security deposit for our headquarters lease in Beverly, Massachusetts, (ii) a $ 0.9 million letter of credit for customs purposes, (iii) a $ 0.7 million cash collateralized letter of credit relating to workers’ compensation insurance and (iv) a $ 0.1 million deposit relating to customs activity.

As of September 30, 2025, we had $ 7.6 million in restricted cash representing the total of (i) a $ 5.9 million cash collateralized letter of credit serving as a security deposit for our headquarters lease in Beverly, Massachusetts, (ii) a $ 0.9 million letter of credit for customs purposes, (iii) a $ 0.7 million cash collateralized letter of credit relating to workers’ compensation insurance and (iv) a $ 0.1 million deposit relating to customs activity.

See Note 13 for further discussion on the $ 5.9 million cash collateralized letter of credit.

1 unchanged sentence

The components of inventories are as follows:

September 30,

(in thousands)

11 unchanged sentences

For all systems sold, we accrue a liability for the estimated cost of standard warranty at the time of system shipment and, if applicable, defer the portion of systems revenue attributable to non-standard warranty.

non-standard warranty are expensed as incurred.

Costs for non-standard warranty are expensed as incurred.

Factors that affect our warranty liability include the number of installed units, historical and anticipated product failure rates, material usage and service labor costs.

1 unchanged sentence

The changes in our standard product warranty liability are as follows:

Six months ended

Nine months ended

September 30,

(in thousands)

3 unchanged sentences

Changes in estimate of liability for pre-existing warranties during the period

Balance at June 30 (end of period)

Balance at September 30 (end of period)

Amount classified as current

18 unchanged sentences

The following tables set forth our assets which are measured at fair value by level within the fair value hierarchy:

June 30, 2025

September 30, 2025

Fair Value Measurements

17 unchanged sentences

Mark-to-market adjustment on forward exchange contracts

The following table summarizes the contractual maturities of our cash equivalents and investments as of June 30, 2025:

The following table summarizes the contractual maturities of our cash equivalents and investments as of September 30, 2025:

Amortized Cost

12 unchanged sentences

Based on these inputs, the derivative instruments are classified within Level 2 of the valuation hierarchy.

At June 30, 2025, the recognized unrealized loss on these forward exchange contracts was approximately $ 0.5 million.

on our continued ability to trade and enter into forward contracts, we consider the markets for our fair value instruments to be active.

We evaluated the credit risk associated with the counterparties to these derivative instruments and determined that as of June 30, 2025, such credit risks have not had an adverse impact on the fair value of these instruments.

At September 30, 2025, the recognized unrealized loss on these forward exchange contracts was approximately $ 0.6 million.

Based on our continued ability to trade and enter into forward contracts, we consider the markets for our fair value instruments to be active.

We evaluated the credit risk associated with the counterparties to these derivative instruments and determined that as of September 30, 2025, such credit risks have not had an adverse impact on the fair value of these instruments.

Financing Arrangements

1 unchanged sentence

As part of the sale, we also entered into a 22-year lease agreement of our headquarters facility.

This sale-leaseback is accounted for as a finance lease under generally accepted accounting principles and, as such, we have recorded a finance lease obligation of $ 43.0 million as of June 30, 2025.

This sale-leaseback is accounted for as a finance lease under generally accepted accounting principles and, as such, we have recorded a finance lease obligation of $ 42.7 million as of September 30, 2025.

The associated lease payments include both an interest component and payment of principal, with the remaining liability being extinguished at the end of the original lease term.

As of June 30, 2025, we had a security deposit of $ 5.9 million related to this lease in the form of a cash collateralized letter of credit, which is classified as long-term restricted cash on our balance sheet at June 30, 2025.

Income tax expense was $ 3.6 million for the three months ended June 30, 2025, compared to $ 6.4 million for the three months ended June 30, 2024.

The $ 2.8 million decrease was primarily due to the decrease in pre-tax book income and an increased Foreign Derived Intangible Income deduction.

The effective tax rate (“ETR”) for the six months ended June 30, 2025 was less than the U.S.

As of September 30, 2025, we had a security deposit of $ 5.9 million related to this lease in the form of a cash collateralized letter of credit, which is classified as long-term restricted cash on our balance sheet at September 30, 2025.

Income tax expense was $ 4.2 million for the three months ended September 30, 2025, compared to $ 6.8 million for the three months ended September 30, 2024.

The $ 2.6 million decrease was primarily due to the decrease in pre-tax book income.

The reported effective tax rate (“ETR”) for the three months ended September 30, 2025 was 13.8 % compared to 12.3 % for the three months ended September 30, 2024.

The ETR increase was primarily due to the impact of the One Big Beautiful Bill Act (“OBBBA”).

The ETR for the nine months ended September 30, 2025 was less than the U.S.

statutory rate of 21 % primarily attributable to Foreign Derived Intangible Income deduction and Federal research and development tax credits.

The reported ETR for the three months ended June 30, 2025 was 10.3 % compared to 11.2 % for the three months ended June 30, 2024.

On July 4, 2025, U.S tax legislation known as the One Big Beautiful Bill Act (the “OBBBA”) was signed into law.

The OBBBA makes permanent many of the tax provisions enacted as part of the Tax Cuts and Jobs Act of 2017 that were originally set to expire at the end of 2025.

In addition, the OBBBA makes changes to certain U.S.

corporate tax provisions, many of which are not in effect until 2026.

The Company is currently evaluating the impact of this new legislation.

On July 4, 2025, legislation known as the One Big Beautiful Bill Act was signed into law.

The OBBBA makes significant changes to certain U.S.

corporate tax provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act.

The legislation has multiple effective dates, with certain provisions becoming effective in 2025 and others scheduled to be implemented through 2027.

The impacts of the portions of the OBBBA are reflected in our results for the quarter ended September 30, 2025.

We will continue to evaluate the full impact of these legislative changes as additional guidance becomes available.

Concentration of Risk

For the three months ended June 30, 2025, no individual customer accounted for greater than ten percent of total revenue.

For the three months ended June 30, 2024, one customer accounted for 11.5 % of total revenue.

For the six months ended June 30, 2025, two customers accounted for 11.6 % and 11.2 % of total revenue, respectively.

For the six months ended June 30, 2024, no individual customer accounted for greater than ten percent of total revenue.

At June 30, 2025, no individual customer accounted for greater than ten precent of accounts receivable.

For both the three months ended September 30, 2025 and 2024, one customer accounted for 11.9 % of total revenue.

For the nine months ended September 30, 2025, one customer accounted for 10.6 % of total revenue.

For the nine months ended September 30, 2024, no individual customer accounted for greater than ten percent of total revenue.

At September 30, 2025, two customers accounted for 12.7 % and 10.2 % of accounts receivable, respectively.

At December 31, 2024, one customer accounted for 10.0 % of accounts receivable.

1 unchanged sentence

In March 2025, our Board of Directors approved an additional funding of $ 100 million for our stock repurchase program.

This approval brings the current outstanding repurchase authorization to $ 215 million.

During the six months ended June 30, 2025, we repurchased 1.1 million shares of common stock at an average cost of $ 57.20 per share.

This approval brings the current outstanding repurchase authorization to $ 215 million, with $ 135 million available for future stock repurchases as of September 30, 2025.

During the nine months ended September 30, 2025, we repurchased 1.5 million shares of common stock at an average cost of $ 62.33 per share.

The timing and actual number of any additional shares to be repurchased under this program will depend on various factors including price, corporate and regulatory requirements, alternative investment opportunities and other market conditions.

1 unchanged sentence

Accordingly, on our balance sheet, the repurchase price is deducted from common stock par value and from additional paid-in capital for the excess over par value.

If additional paid-in capital has been exhausted, the excess over par value is deducted from retained earnings.

If additional paid-in capital has been exhausted, the excess

over par value is deducted from retained earnings.

Direct costs incurred to acquire the shares are included in the total cost of the shares.

10 unchanged sentences

Segment asset information is provided to the CODM but it is not used to allocate resources.

The following table presents selected financial information with respect to the Company’s single operating segment for the three and six months ended June 30, 2025 and 2024:

Three months ended June 30,

Six months ended June 30,

The following table presents selected financial information with respect to the Company’s single operating segment for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30,

Nine months ended September 30,

(in thousands)

7 unchanged sentences

Reconciliation of profit or loss Adjustments and reconciling items

The above table includes depreciation expense and amortization expense of $ 4.5 million and $ 8.8 million for the three and six month periods ended June 30, 2025, respectively, and $ 3.9 million and $ 7.6 million for the three and six month periods ended June 30, 2024, respectively.

The above table includes depreciation expense and amortization expense of $ 4.3 million and $ 13.2 million for the three and nine month periods ended September 30, 2025, respectively, and $ 3.9 million and $ 11.5 million for the three and nine month periods ended September 30, 2024, respectively.

Recent Accounting Guidance

4 unchanged sentences

Early adoption is permitted.

A public entity should apply ASU 2023-09 prospectively to all annual periods beginning after December 15, 2024.

A public entity should apply ASU 2023-09 prospectively to all annual periods

beginning after December 15, 2024.

We are currently evaluating the impact of ASU 2023-09 on our future consolidated financial statements and related disclosures.

In November 2024, the FASB issued Accounting Standards Update 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement

Expenses (“ASU 2024-03”).

Disaggregation of Income Statement Expenses (“ASU 2024-03”).

ASU 2024-03 is intended to enhance the disclosures for expenses for all public entities in accordance with ASC Topic 220, Income Statement-Reporting Comprehensive Income.

6 unchanged sentences

The Company is currently evaluating the impact of ASU 2024-03 on its future consolidated financial statements and related disclosures.

In September 2025, the FASB issued Accounting Strandards Update 2025-06 ASU No.

2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

The ASU requires companies to start capitalizing eligible software costs when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended.

The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted and may be applied using a prospective, retrospective or modified transition approach.

The Company is currently evaluating the impact of ASU 2025-06 on its future consolidated financial statements and related disclosures.

In September 2025.

The FASB issued ASU No.

2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) – Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract .

The ASU 2025-07 applies to all entities that enter into non-exchange-traded contracts with underlyings based on operations or activities specific to one of the parties to the contract.

The new guidance excludes from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract.

ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods.

Early adoption is permitted.

The Company is currently evaluating the impact of ASU 2025-07 on its future consolidated financial statements and related disclosures.

On September 30, 2025, the Company, Victory Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“ Merger Sub ”), and Veeco Instruments Inc., a Delaware corporation (“Veeco”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”).

Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub shall be merged with and into Veeco (the “ Merger ”), with Veeco surviving as a wholly-owned subsidiary of the Company.

The Merger is subject to certain customary closing conditions, including the approval by the stockholders of each company and various regulatory approvals.

Subject to the satisfaction or (to the extent permissible) waiver of such conditions, the Merger is currently expected to close in the second half of 2026.

At the effective time of the Merger (the “ Effective Time ”), each share of common stock, par value $ 0.01 per share, of Veeco (“ Veeco Common Stock ”), issued and outstanding immediately prior to the Effective Time (other than shares that are owned by the Company, Veeco or Merger Sub or any wholly owned subsidiary of the Company, Veeco or Merger Sub) will be converted into the right to receive 0.3575 (the “ Exchange Ratio ”) newly issued shares of Company common stock (the “ Company Common Stock ”) (the “ Common Stock Merger Consideration ”).

No fractional shares of the Company will

be issued in the Merger, and Veeco stockholders will receive cash in lieu of fractional shares as part of the merger consideration (the “ Fractional Shares Cash Amount ”, and the Fractional Shares Cash Amount together with the Common Stock Merger Consideration will be referred to as the “ Merger Consideration ”), as specified in the Merger Agreement.

The Merger Agreement may be terminated upon the mutual written consent of Axcelis and Veeco.

In addition, either Axcelis or Veeco may terminate the Merger Agreement in certain circumstances, including if (a) certain governmental entities have issued a final and non-appealable governmental order or enacted a law prohibiting the Merger or making the closing of the Merger illegal, (b) the Merger is not consummated by September 30, 2026, subject to successive automatic extensions until as late as June 30, 2027 if the only remaining conditions to be satisfied are regulatory approvals, (c) the Axcelis stockholders fail to approve the Axcelis Stock Issuance, (d) the Veeco stockholders fail to adopt the Merger Agreement, (e) the other party is in breach of the Merger Agreement in a manner that would result in a failure of an applicable closing condition (subject to the applicable cure period set forth in the Merger Agreement) or (f) the other party’s board of directors has changed its recommendation with respect to the Merger.

If the Merger Agreement is terminated by a party following a recommendation change of the board of directors of the other party, the non-terminating party will be required to pay the other party the following termination fee:

(i) if the non-terminating party is Axcelis, a termination fee of $ 108.7 million;

and (ii) if the non-terminating party is Veeco, a termination fee of $ 77.5 million.

Each party may also be required to pay such termination fee if such party enters into a competing proposal within twelve months of termination of the Merger Agreement under certain circumstances.

In addition, if the Merger Agreement is terminated by a party as a result of the other party’s failure to obtain stockholder approval, or is terminated by a party due to the other party’s breach of the Merger Agreement that would result in a failure of an applicable closing condition (subject to the applicable cure period set forth in the Merger Agreement), then the non-terminating party will be required to pay a fixed expense reimbursement amount of $ 15.0 million.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements