AXCELIS TECHNOLOGIES INC 10-Q

Item 1. Financial Statements. ​ Axcelis Technologies, Inc. Consolidated Statements of Operations (In thousands, except per share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Nine months ended ​ ​ ​ ​ September 30, ​ September 30, ​ ​ 2025 2024 2025 2024 Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product ​ $ 201,218 ​ $ 246,826 ​ $ 567,444 ​ $ 735,626 ​ Services ​ 12,393 ​ 9,738 ​ 33,274 ​ 29,822 ​ Total revenue ​ 213,611 ​ 256,564 ​ 600,718 ​ 765,448 ​ Cost of revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product ​ 112,078 ​ 136,379 ​ 302,041 ​ 399,049 ​ Services ​ 12,727 ​ 10,215 ​ 33,761 ​ 27,968 ​ Total cost of revenue ​ 124,805 ​ 146,594 ​ 335,802 ​ 427,017 ​ Gross profit ​ 88,806 ​ 109,970 ​ 264,916 ​ 338,431 ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and development ​ 24,640 ​ 26,395 ​ 78,832 ​ 77,843 ​ Sales and marketing ​ 15,838 ​ 16,808 ​ 45,965 ​ 51,483 ​ General and administrative ​ 23,308 ​ 19,854 ​ 56,976 ​ 52,842 ​ Total operating expenses ​ 63,786 ​ 63,057 ​ 181,773 ​ 182,168 ​ Income from operations ​ 25,020 ​ 46,913 ​ 83,143 ​ 156,263 ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ 5,465 ​ 6,560 ​ 16,547 ​ 18,126 ​ Interest expense ​ ( 1,305 ) ​ ( 1,333 ) ​ ( 4,028 ) ​ ( 4,017 ) ​ Other, net ​ 970 ​ 3,225 ​ 2,569 ​ 1,257 ​ Total other income ​ 5,130 ​ 8,452 ​ 15,088 ​ 15,366 ​ Income before income taxes ​ 30,150 ​ 55,365 ​ 98,231 ​ 171,629 ​ Income tax provision ​ 4,164 ​ 6,789 ​ 12,290 ​ 20,593 ​ Net income ​ $ 25,986 ​ $ 48,576 ​ $ 85,941 ​ $ 151,036 ​ Net income per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.83 ​ $ 1.49 ​ $ 2.70 ​ $ 4.63 ​ Diluted ​ $ 0.83 ​ $ 1.49 ​ $ 2.70 ​ $ 4.61 ​ Shares used in computing net income per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic weighted average shares of common stock ​ 31,287 ​ 32,550 ​ 31,796 ​ 32,595 ​ Diluted weighted average shares of common stock ​ 31,450 ​ 32,675 ​ 31,863 ​ 32,780 ​ ​ See accompanying Notes to these Consolidated Financial Statements (Unaudited) ​ ​ 3 Table of Contents ​ Axcelis Technologies, Inc. Consolidated Statements of Comprehensive Income (In thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Nine months ended ​ ​ ​ September 30, ​ September 30, ​ ​ 2025 2024 2025 2024 Net income ​ $ 25,986 ​ $ 48,576 ​ $ 85,941 ​ $ 151,036 ​ Other comprehensive (loss) income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustments ​ ( 1,408 ) ​ 2,257 ​ 4,304 ​ ( 387 ) ​ Amortization of actuarial net gain and other adjustments from pension plan, net of tax ​ — ​ 5 ​ — ​ 15 ​ Unrealized gains on available-for-sale investments ​ ​ 278 ​ ​ — ​ ​ 301 ​ ​ — ​ Total other comprehensive (loss) income ​ ​ ( 1,130 ) ​ ​ 2,262 ​ ​ 4,605 ​ ​ ( 372 ) ​ Comprehensive income ​ $ 24,856 ​ $ 50,838 ​ $ 90,546 ​ $ 150,664 ​ ​ See accompanying Notes to these Consolidated Financial Statements (Unaudited) ​ ​ 4 Table of Contents ​ Axcelis Technologies, Inc. Consolidated Balance Sheets (In thousands, except per share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, ​ ​ 2025 ​ 2024 ASSETS ​ Current assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 187,501 ​ $ 123,512 ​ Short-term investments ​ 262,059 ​ 447,831 ​ Accounts receivable, net ​ 147,636 ​ 203,149 ​ Inventories, net ​ 324,342 ​ 282,225 ​ Prepaid income taxes ​ ​ 4,687 ​ ​ 6,420 ​ Prepaid expenses and other current assets ​ 57,804 ​ 60,471 ​ Total current assets ​ 984,029 ​ 1,123,608 ​ Property, plant and equipment, net ​ 57,979 ​ 53,784 ​ Operating lease assets ​ ​ 29,499 ​ ​ 29,621 ​ Finance lease assets, net ​ ​ 14,440 ​ ​ 15,346 ​ Long-term restricted cash ​ 7,626 ​ 7,552 ​ Deferred income taxes ​ ​ 70,033 ​ ​ 68,277 ​ Long-term investments ​ ​ 143,214 ​ ​ — ​ Other assets ​ 45,120 ​ 50,593 ​ Total assets ​ $ 1,351,940 ​ $ 1,348,781 ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ Current liabilities: ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 52,466 ​ $ 46,928 ​ Accrued compensation ​ 24,357 ​ 25,536 ​ Warranty ​ 9,258 ​ 13,022 ​ Deferred revenue ​ 81,486 ​ 94,673 ​ Current portion of finance lease obligation ​ 1,505 ​ 1,345 ​ Other current liabilities ​ 29,917 ​ 26,018 ​ Total current liabilities ​ 198,989 ​ 207,522 ​ Long-term finance lease obligation ​ 41,166 ​ 42,329 ​ Long-term deferred revenue ​ 47,434 ​ 43,501 ​ Other long-term liabilities ​ 44,207 ​ 42,639 ​ Total liabilities ​ 331,796 ​ 335,991 ​ Commitments and contingencies (Note 17) ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ ​ ​ ​ ​ Common stock, $ 0.001 par value, 75,000 shares authorized; 30,998 shares issued and outstanding at September 30, 2025; 32,365 shares issued and outstanding at December 31, 2024 ​ 31 ​ 32 ​ Additional paid-in capital ​ 532,951 ​ 548,654 ​ Retained earnings ​ 488,771 ​ 470,318 ​ Accumulated other comprehensive loss ​ ( 1,609 ) ​ ( 6,214 ) ​ Total stockholders’ equity ​ 1,020,144 ​ 1,012,790 ​ Total liabilities and stockholders’ equity ​ $ 1,351,940 ​ $ 1,348,781 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See accompanying Notes to these Consolidated Financial Statements (Unaudited) ​ 5 Table of Contents Axcelis Technologies, Inc. Consolidated Statements of Stockholders’ Equity (In thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ Other ​ Total ​ ​ ​ Common Stock ​ Paid-in ​ Retained ​ Comprehensive ​ Stockholders’ ​ ​ Shares Amount Capital Earnings (Loss) Equity Balance at December 31, 2023 ​ ​ 32,685 ​ $ 33 ​ $ 547,189 ​ $ 319,506 ​ $ ( 1,846 ) ​ $ 864,882 ​ Net income ​ — ​ — ​ — ​ 51,595 ​ — ​ 51,595 ​ Foreign currency translation adjustments ​ — ​ — ​ — ​ — ​ ( 1,731 ) ​ ( 1,731 ) ​ Change in pension obligation ​ — ​ — ​ — ​ — ​ 5 ​ 5 ​ Issuance of common stock on restricted stock units, net of shares withheld ​ 42 ​ — ​ ( 2,699 ) ​ — ​ — ​ ( 2,699 ) ​ Stock-based compensation expense ​ ​ — ​ — ​ 4,690 ​ — ​ — ​ 4,690 ​ Repurchase of common stock ​ ( 122 ) ​ — ​ ( 2,201 ) ​ ( 12,798 ) ​ — ​ ( 14,999 ) ​ Balance at March 31, 2024 ​ 32,605 ​ $ 33 ​ $ 546,979 ​ $ 358,303 ​ $ ( 3,572 ) ​ $ 901,743 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ — ​ — ​ — ​ 50,866 ​ — ​ 50,866 ​ Foreign currency translation adjustments ​ — ​ — ​ — ​ — ​ ( 913 ) ​ ( 913 ) ​ Change in pension obligation ​ — ​ — ​ — ​ — ​ 5 ​ 5 ​ Issuance of stock under Employee Stock Purchase Plan ​ 10 ​ — ​ 1,242 ​ — ​ — ​ 1,242 ​ Issuance of common stock on restricted stock units, net of shares withheld ​ 143 ​ — ​ ( 8,468 ) ​ — ​ — ​ ( 8,468 ) ​ Stock-based compensation expense ​ ​ — ​ — ​ 5,469 ​ — ​ — ​ 5,469 ​ Repurchase of common stock ​ ​ ( 141 ) ​ ​ — ​ ​ ( 2,545 ) ​ ​ ( 12,451 ) ​ ​ — ​ ​ ( 14,996 ) ​ Balance at June 30, 2024 ​ 32,617 ​ $ 33 ​ $ 542,677 ​ $ 396,718 ​ $ ( 4,480 ) ​ $ 934,948 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ — ​ — ​ — ​ 48,576 ​ — ​ 48,576 ​ Foreign currency translation adjustments ​ — ​ — ​ — ​ — ​ 2,257 ​ 2,257 ​ Change in pension obligation ​ — ​ — ​ — ​ — ​ 5 ​ 5 ​ Issuance of common stock on restricted stock units, net of shares withheld ​ 5 ​ — ​ ( 241 ) ​ — ​ — ​ ( 241 ) ​ Stock-based compensation expense ​ ​ — ​ — ​ 5,412 ​ — ​ — ​ 5,412 ​ Repurchase of common stock ​ ( 118 ) ​ — ​ ( 2,498 ) ​ ( 12,865 ) ​ — ​ ( 15,363 ) ​ Balance at September 30, 2024 ​ 32,504 ​ $ 33 ​ $ 545,350 ​ $ 432,429 ​ $ ( 2,218 ) ​ $ 975,594 ​ ​ ​ ​ See accompanying Notes to these Consolidated Financial Statements (Unaudited) ​ ​ 6 Table of Contents Axcelis Technologies, Inc. Consolidated Statements of Stockholders’ Equity (In thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ Other ​ Total ​ ​ ​ Common Stock ​ Paid-in ​ Retained ​ Comprehensive ​ Stockholders’ ​ ​ Shares Amount Capital Earnings (Loss) Equity Balance at December 31, 2024 ​ ​ 32,365 ​ $ 32 ​ $ 548,654 ​ $ 470,318 ​ $ ( 6,214 ) ​ $ 1,012,790 Net income ​ — ​ — ​ — ​ 28,579 ​ — ​ 28,579 Foreign currency translation adjustments ​ — ​ — ​ — ​ — ​ 646 ​ 646 Unrealized gains on available-for-sale investments ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 81 ​ ​ 81 Issuance of common stock on restricted stock units, net of shares withheld ​ 38 ​ — ​ ( 1,583 ) ​ — ​ — ​ ( 1,583 ) Stock-based compensation expense ​ ​ — ​ — ​ 4,903 ​ — ​ — ​ 4,903 Repurchase of common stock ​ ( 274 ) ​ — ​ ( 4,954 ) ​ ( 13,224 ) ​ — ​ ( 18,178 ) Balance at March 31, 2025 ​ 32,129 ​ $ 32 ​ $ 547,020 ​ $ 485,673 ​ $ ( 5,487 ) ​ $ 1,027,238 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ — ​ — ​ — ​ 31,376 ​ — ​ 31,376 Foreign currency translation adjustments ​ — ​ — ​ — ​ — ​ 5,066 ​ 5,066 Unrealized losses on available-for-sale investments ​ — ​ — ​ — ​ — ​ ( 58 ) ​ ( 58 ) Issuance of stock under Employee Stock Purchase Plan ​ 21 ​ — ​ 1,246 ​ — ​ — ​ 1,246 Issuance of common stock on restricted stock units, net of shares withheld ​ 94 ​ — ​ ( 2,569 ) ​ — ​ — ​ ( 2,569 ) Stock-based compensation expense ​ — ​ — ​ 5,421 ​ — ​ — ​ 5,421 Repurchase of common stock ​ ​ ( 826 ) ​ ​ ( 1 ) ​ ​ ( 15,451 ) ​ ​ ( 29,885 ) ​ ​ — ​ ​ ( 45,337 ) Balance at June 30, 2025 ​ 31,418 ​ $ 31 ​ $ 535,667 ​ $ 487,164 ​ $ ( 479 ) ​ $ 1,022,383 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ — ​ — ​ — ​ 25,986 ​ — ​ 25,986 Foreign currency translation adjustments ​ — ​ — ​ — ​ — ​ ( 1,408 ) ​ ( 1,408 ) Unrealized gains on available-for-sale investments ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 278 ​ ​ 278 Issuance of common stock on restricted stock units, net of shares withheld ​ 3 ​ — ​ ( 104 ) ​ — ​ — ​ ( 104 ) Stock-based compensation expense ​ ​ — ​ — ​ 5,344 ​ — ​ — ​ 5,344 Repurchase of common stock ​ ( 423 ) ​ — ​ ( 7,956 ) ​ ( 24,379 ) ​ — ​ ( 32,335 ) Balance at September 30, 2025 ​ 30,998 ​ $ 31 ​ $ 532,951 ​ $ 488,771 ​ $ ( 1,609 ) ​ $ 1,020,144 ​ ​ See accompanying Notes to these Consolidated Financial Statements (Unaudited) 7 Table of Contents Axcelis Technologies, Inc. Consolidated Statements of Cash Flows (In thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended ​ ​ ​ September 30, ​ ​ 2025 2024 Cash flows from operating activities ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 85,941 ​ $ 151,036 ​ Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 13,152 ​ 11,542 ​ Deferred income taxes ​ ( 1,756 ) ​ ( 5,510 ) ​ Stock-based compensation expense ​ 15,668 ​ 15,571 ​ Provision for doubtful accounts ​ ​ — ​ ​ 2,984 ​ Provision for excess and obsolete inventory ​ 2,625 ​ 4,120 ​ Accretion of discounts and premiums on short-term and long-term investments ​ ​ ( 3,335 ) ​ ​ ( 10,167 ) ​ Unrealized currency gain on foreign denominated transactions ​ ​ ( 2,229 ) ​ ​ ( 3,100 ) ​ Mark-to-market adjustment on forward exchange contracts ​ ​ 585 ​ ​ 583 ​ Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ 58,764 ​ 28,774 ​ Inventories ​ ( 34,248 ) ​ 11,299 ​ Prepaid expenses and other current assets ​ 3,323 ​ ( 8,110 ) ​ Accounts payable and other current liabilities ​ 1,365 ​ ( 2,738 ) ​ Deferred revenue ​ ( 10,063 ) ​ ( 46,700 ) ​ Income taxes ​ 2,180 ​ ( 14,132 ) ​ Other assets and liabilities ​ ( 7,100 ) ​ ( 7,414 ) ​ Net cash provided by operating activities ​ 124,872 ​ 128,038 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities ​ ​ ​ ​ ​ ​ ​ Expenditures for property, plant and equipment and capitalized software ​ ( 8,960 ) ​ ( 7,523 ) ​ Purchases of short-term and long-term investments ​ ( 506,626 ) ​ ( 433,894 ) ​ Maturities and sales of short-term investments ​ 552,820 ​ 323,570 ​ Net cash provided by (used in) investing activities ​ 37,234 ​ ( 117,847 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities ​ ​ ​ ​ ​ ​ ​ Net settlement on restricted stock grants ​ ( 4,256 ) ​ ( 11,408 ) ​ Repurchase of common stock ​ ( 95,850 ) ​ ( 45,358 ) ​ Proceeds from Employee Stock Purchase Plan purchases ​ 1,246 ​ 1,242 ​ Principal payments on finance lease obligation ​ ​ ( 1,012 ) ​ ​ ( 1,125 ) ​ Net cash used in financing activities ​ ( 99,872 ) ​ ( 56,649 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash and cash equivalents ​ 1,829 ​ ( 774 ) ​ Net increase (decrease) in cash, cash equivalents and restricted cash ​ 64,063 ​ ( 47,232 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash, cash equivalents and restricted cash at beginning of period ​ 131,064 ​ 173,951 ​ Cash, cash equivalents and restricted cash at end of period ​ $ 195,127 ​ $ 126,719 ​ ​ See accompanying Notes to these Consolidated Financial Statements (Unaudited) ​ 8 Table of Contents Axcelis Technologies, Inc. Notes to Consolidated Financial Statements (Unaudited) ​ Note 1. Nature of Business ​ Axcelis Technologies, Inc. (“Axcelis” or the “Company”) was incorporated in Delaware in 1995 and is a producer of ion implantation equipment used in the fabrication of semiconductor chips in the United States, Europe and Asia. In addition, we provide extensive worldwide aftermarket service and support, including spare parts, equipment upgrades, used equipment, and maintenance services to the semiconductor industry. ​ The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments which are of a normal recurring nature and considered necessary for a fair presentation of these financial statements have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for other interim periods or for the year as a whole. ​ 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 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”). ​ ​ Note 2. Significant Accounting Policies ​ Cash, Cash Equivalents, Short-term Investments, and Long-term Investments ​ Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of 90 days or less. Cash equivalents consist primarily of money market funds, U.S. government and agency securities and deposit accounts. Cash equivalents are carried on the balance sheet at fair market value. Short-term investments are h ighly liquid investments, primarily consisting of U.S. government and agency securities, with original maturities of greater than 90 days but less than one year from date of purchase. Long-term investments consist of U.S. government and agency securities with original maturities greater than one year from the date of purchase. Beginning as of March 31, 2025, both our short-term and long-term investments are classified as available-for-sale as a result of the below noted sale of securities. In prior periods, our short-term investments were classified as held-to-maturity. We classify our long-term investments as non-current based on the security’s contractual maturity. We evaluate if a ny declines in fair value below amortized cost are caused by expected credit losses, as well as our ability and intent to hold the investment until a forecasted recovery occurs. Any unrealized gains and losses are included in accumulated other comprehensive loss in the Consolidated Statement of Stockholders’ Equity. Income related to these securities is recorded in interest income in the Consolidated Statements of Operations . 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. The majority of the proceeds were reinvested back into short-term investments during the three months ended March 31, 2025. Due to this sale, the remaining held-to-maturity securities were reclassified as available-for-sale, resulting in a remeasurement increase in short-term investments for balance sheet presentation purposes with a corresponding adjustment to accumulated other comprehensive loss of $ 81.0 thousand as of March 31, 2025. ​ 9 Table of Contents Note 3. Stock-Based Compensation ​ We maintain the Axcelis Technologies, Inc. 2012 Equity Incentive Plan, as amended (the “2012 Equity Plan”), which became effective on May 2, 2012, and permits the issuance of options, restricted stock, restricted stock units (“RSUs”) and performance awards to selected employees, directors, and consultants of the Company. ​ 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 $ 5.3 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 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. ​ Note 4. Leases ​ We have operating leases for manufacturing, office space, warehouse space, computer and office equipment and vehicles used in our business operations. We have a finance lease in relation to the 2015 sale-leaseback of our corporate headquarters in Beverly, Massachusetts. We review all agreements to determine if the agreement contains a lease component. An agreement contains a lease component if it provides for the use of a specific physical space or a specific physical item. ​ We recognize operating lease obligations under Accounting Standards Codification Topic 842, Leases (“Topic 842”). The guidance in Topic 842 requires recognition of lease assets and related liabilities on a discounted basis using the explicit or implicit discount rate stated within the agreement. We recognize a corresponding right-of-use asset, which is initially determined based upon the net present value of the associated liability and is adjusted for deferred costs and possible impairment, if any. For those lease agreements that do not indicate the applicable discount rate, we use our incremental borrowing rate. We have made the following policy elections: (i) operating leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets; (ii) we recognize lease expense for operating leases on a straight-line basis over the lease term; and (iii) we account for lease components and non-lease components that are fixed payments as one component. Some of our operating leases include one or more options to renew , with renewal terms that can extend the respective lease term by one to three years . The exercise of lease renewal options is at our sole discretion. For lease extensions that are reasonably certain to occur, we have included the renewal periods in our calculation of the net present value of the lease obligation and related right-of-use asset. Certain leases also include options to purchase the leased property. The depreciable life of certain assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The amounts of operating and finance lease right-of-use assets and related lease obligations recorded within our consolidated balance sheets are as follows: ​ ​ 10 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ ​ Leases Classification ​ 2025 2024 ​ Assets ​ ​ (in thousands) ​ ​ Operating leases Operating lease assets ​ $ 29,499 ​ $ 29,621 ​ ​ ​ Finance lease Finance lease assets* ​ 14,440 ​ 15,346 ​ ​ ​ Total leased assets ​ ​ $ 43,939 ​ $ 44,967 ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Other current liabilities ​ $ 4,761 ​ $ 4,470 ​ ​ ​ Finance Current portion of finance lease obligation ​ ​ 1,505 ​ ​ 1,345 ​ ​ ​ Non-current ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Other long-term liabilities ​ ​ 25,221 ​ ​ 25,321 ​ ​ ​ Finance Finance lease obligation ​ 41,166 ​ 42,329 ​ ​ ​ Total lease liabilities ​ ​ $ 72,653 ​ $ 73,465 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ *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. ​ ​ ​ ​ Our operating lease office locations support local selling and servicing functions. Our Axcelis Asia Operations Center facility in South Korea is used to manufacture our products for Asia-based customers. 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 nine months ended September 30, 2025 and 2024 as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Nine months ended ​ ​ ​ ​ September 30, ​ September 30, ​ ​ Lease cost Classification ​ 2025 2024 2025 2024 ​ Operating lease cost ​ ​ (in thousands) ​ Product / services* Cost of revenue ​ $ 1,626 ​ $ 1,664 ​ $ 4,907 ​ $ 5,186 ​ ​ Research and development Operating expenses ​ 109 ​ 127 ​ 477 ​ 453 ​ ​ Sales and marketing* Operating expenses ​ 436 ​ 463 ​ 1,330 ​ 1,365 ​ ​ General and administrative* Operating expenses ​ 249 ​ 232 ​ 787 ​ 763 ​ ​ Total operating lease cost ​ ​ $ 2,420 ​ $ 2,486 ​ $ 7,501 ​ $ 7,767 ​ ​ Finance lease cost ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation of leased assets Cost of revenue, Research and development, Sales and marketing and General and administrative ​ $ 264 ​ $ 321 ​ $ 907 ​ $ 964 ​ ​ Interest on lease liabilities Interest expense ​ 1,139 ​ 1,177 ​ 3,443 ​ 3,561 ​ ​ Total finance lease cost ​ ​ $ 1,403 ​ $ 1,498 ​ $ 4,350 ​ $ 4,525 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total lease cost ​ ​ $ 3,823 ​ $ 3,984 ​ $ 11,851 ​ $ 12,292 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * 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 11 Table of Contents 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 September 30, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Finance ​ Operating Total Maturity of Lease Liabilities ​ Leases ​ Leases ​ Leases ​ ​ ​ (in thousands) ​ 2025 ​ $ 1,475 ​ $ 1,675 ​ $ 3,150 ​ 2026 ​ 6,008 ​ 5,972 ​ 11,980 ​ 2027 ​ 6,128 ​ 4,130 ​ 10,258 ​ 2028 ​ 6,251 ​ 2,941 ​ 9,192 ​ 2029 ​ ​ 6,376 ​ ​ 2,640 ​ ​ 9,016 ​ Thereafter ​ ​ 48,960 ​ ​ 22,871 ​ ​ 71,831 ​ Total lease payments ​ $ 75,198 ​ $ 40,229 ​ $ 115,427 ​ Less interest portion* ​ ​ ( 32,527 ) ​ ​ ( 10,247 ) ​ ​ ( 42,774 ) ​ Finance lease and operating lease obligations ​ $ 42,671 ​ $ 29,982 ​ $ 72,653 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * Finance lease interest calculated using the implied interest rate; operating lease interest calculated using estimated corporate borrowing rate. ​ ​ 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 2025 ​ Weighted-average remaining lease term (years): ​ ​ ​ ​ Operating leases ​ ​ 10.5 ​ Finance leases ​ 11.3 ​ Weighted-average discount rate: ​ ​ ​ ​ Operating leases ​ 5.3 % ​ Finance leases ​ 10.5 % ​ ​ ​ ​ ​ ​ ​ Our cash outflows from our operating leases include rent expense and other charges associated with these leases. These cash flows are included within the operating activities section of our statement of cash flows. 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 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 2025 2024 ​ ​ (in thousands) Operating cash outflows from operating leases ​ $ 7,501 ​ $ 7,767 Operating cash outflows from finance leases ​ 3,443 ​ 3,561 Financing cash outflows from finance leases ​ 1,012 ​ 1,125 Operating lease assets obtained in exchange for operating lease liabilities ​ 3,852 ​ 4,063 Finance lease assets obtained in exchange for new finance lease liabilities ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Note 5. Revenue ​ To reflect the organization of our business operations, we divide revenue into two categories: revenue from sales of new systems and revenue arising from the sale of used systems, parts, and labor to customers who own systems, which we refer to as “Aftermarket.” ​ 12 Table of Contents Revenue by categories used by management are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Nine months ended ​ ​ September 30, ​ September 30, ​ ​ 2025 ​ 2024 ​ 2025 ​ 2024 ​ ​ (in thousands) Systems ​ $ 143,668 ​ $ 201,037 ​ $ 414,564 ​ $ 595,114 Aftermarket ​ ​ 69,943 ​ ​ 55,527 ​ ​ 186,154 ​ ​ 170,334 Total Revenue ​ $ 213,611 ​ $ 256,564 ​ $ 600,718 ​ $ 765,448 ​ We also consider revenue by geography. Revenue is allocated to geographic markets based upon the location to which our products are shipped and in which our services are performed. Revenue in our principal geographic markets is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Nine months ended ​ ​ September 30, ​ September 30, ​ ​ 2025 ​ 2024 ​ 2025 ​ 2024 ​ ​ (in thousands) North America ​ $ 29,161 ​ $ 32,950 ​ $ 103,909 ​ $ 112,826 Asia Pacific ​ ​ 161,352 ​ ​ 202,377 ​ ​ 441,405 ​ ​ 586,754 Europe ​ ​ 23,098 ​ ​ 21,237 ​ ​ 55,404 ​ ​ 65,868 Total Revenue ​ $ 213,611 ​ $ 256,564 ​ $ 600,718 ​ $ 765,448 ​ Our system sales revenue transactions give rise to contract liabilities (in the case of pre-payments and the fair value of goods and services to be delivered after the system delivery, such as installation and certain warranty obligations). ​ Contract liabilities are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ 2025 ​ 2024 ​ ​ (in thousands) Contract liabilities ​ $ 128,920 ​ $ 138,174 ​ ​ ​ ​ ​ ​ ​ Contract liabilities are reflected as deferred revenue on the consolidated balance sheets and include payments received in advance of system sales as well as deferral of revenue from systems sales for installation and other future performance obligations. Contract liabilities are recognized as revenue upon the fulfillment of performance obligations. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Nine months ended ​ ​ September 30, September 30, ​ ​ 2025 ​ 2024 ​ 2025 ​ 2024 ​ ​ (in thousands) Balance, beginning of the period ​ $ 129,742 ​ $ 174,011 ​ $ 138,174 ​ $ 210,885 Deferral of revenue ​ ​ 27,991 ​ ​ 31,544 ​ ​ 48,740 ​ ​ 69,938 Other adjustments * ​ ​ — ​ ​ — ​ ​ ( 2,272 ) ​ ​ ( 4,716 ) Recognition of deferred revenue ​ ​ ( 28,813 ) ​ ​ ( 41,529 ) ​ ​ ( 55,722 ) ​ ​ ( 112,081 ) Balance, end of the period ​ $ 128,920 ​ $ 164,026 ​ $ 128,920 ​ $ 164,026 ​ * 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. Aftermarket transaction payment terms typically provide that payment is due either within 30 or 60 days after the service is provided or parts delivered. 13 Table of Contents ​ Note 6. Receivables and Allowances for Credit Losses ​ All trade receivables are reported on the consolidated balance sheets at their amortized cost adjusted for any write-offs and net of allowances for credit losses. ​ We maintain an allowance for credit losses, which represents an estimate of expected losses over the remaining contractual life of our receivables, considering current market conditions and estimates for supportable forecasts when appropriate. The estimate is a result of our ongoing assessments and evaluations of collectability, historical loss experience, and future expectations in estimating credit losses in our receivable portfolio. We use historical loss experience rates and apply them to a related aging analysis while also considering customer and/or economic risk where appropriate. Determination of the proper amount of allowances requires management to exercise judgment about the timing, frequency and severity of credit losses that could materially affect the provision for credit losses and, as a result, net earnings. The allowance takes into consideration numerous quantitative and qualitative factors that include receivable type, historical loss experience, loss migration, delinquency trends, collection experience, current economic conditions, trade restrictions, estimates for supportable forecasts, when appropriate, and credit risk characteristics. ​ We evaluate the credit risk of the customer when extending credit based on a combination of financial and qualitative factors that may affect our customers’ ability to pay. These factors may include the customer’s financial condition, past payment experience, and credit bureau report, as well as the value of the underlying collateral. ​ Management performs detailed reviews of our receivables on a quarterly basis to assess the adequacy of the allowances and to determine if any impairment has occurred. Amounts determined to be uncollectable are charged directly against the allowances, while amounts recovered on previously written-off accounts increase the allowances. 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 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. ​ ​ Note 7. Computation of Net Earnings per Share ​ Basic earnings per share is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of shares of common stock outstanding (the denominator) for the period. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased by the number of additional shares of common stock that would have been outstanding if the potentially dilutive shares of common stock issuable on vesting of RSUs had been issued, calculated using the treasury stock method. ​ The components of net earnings per share are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Nine months ended ​ ​ ​ September 30, ​ September 30, ​ ​ 2025 2024 2025 2024 ​ ​ (in thousands, except per share amounts) ​ Net income available to common stockholders ​ $ 25,986 ​ $ 48,576 ​ $ 85,941 ​ $ 151,036 ​ Weighted average shares of common stock outstanding used in computing basic income per share ​ 31,287 ​ 32,550 ​ 31,796 ​ 32,595 ​ Incremental RSUs ​ 163 ​ 125 ​ 67 ​ 185 ​ Weighted average shares of common stock used in computing diluted net income per share ​ 31,450 ​ 32,675 ​ 31,863 ​ 32,780 ​ Net income per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.83 ​ $ 1.49 ​ $ 2.70 ​ $ 4.63 ​ Diluted ​ $ 0.83 ​ $ 1.49 ​ $ 2.70 ​ $ 4.61 ​ ​ ​ 14 Table of Contents 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. ​ ​ Note 8. Accumulated Other Comprehensive Loss ​ The following table presents the changes in accumulated other comprehensive loss, by component, for the nine months ended September 30, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized gains on ​ ​ ​ ​ Foreign Defined benefit ​ available-for-sale ​ ​ ​ ​ ​ ​ currency ​ pension plan ​ investments ​ Total ​ ​ (in thousands) Balance at December 31, 2024 ​ $ ( 6,253 ) ​ $ 39 ​ $ — ​ $ ( 6,214 ) ​ Other comprehensive income and reclassifications ​ 4,304 ​ — ​ 301 ​ 4,605 ​ Balance at September 30, 2025 ​ $ ( 1,949 ) ​ $ 39 ​ $ 301 ​ $ ( 1,609 ) ​ ​ ​ ​ Note 9. 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, ​ December 31, ​ ​ 2025 ​ ​ 2024 ​ ​ (in thousands) ​ Cash and cash equivalents $ 187,501 ​ $ 123,512 ​ Long-term restricted cash ​ 7,626 ​ ​ 7,552 ​ Total cash, cash equivalents and restricted cash $ 195,127 ​ $ 131,064 ​ ​ 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. ​ Note 10. Inventories, net ​ The components of inventories are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ 2025 2024 ​ ​ (in thousands) ​ Raw materials ​ $ 250,546 ​ $ 227,141 ​ Work in process ​ 58,197 ​ 34,490 ​ Finished goods (completed systems) ​ 15,599 ​ 20,594 ​ Inventories, net ​ $ 324,342 ​ $ 282,225 ​ ​ When recorded, inventory reserves reduce the carrying value of inventories to their net realizable value. We establish inventory reserves when conditions exist that indicate inventory may be in excess of anticipated demand or is obsolete based upon assumptions about future demand for our products or market conditions. We regularly evaluate the ability to realize the value of inventories based on a combination of factors including the following: forecasted sales or usage, estimated product end of life dates, estimated current and future market value and new product introductions. Purchasing and usage alternatives are also explored to mitigate inventory exposure. 15 Table of Contents ​ Note 11. Product Warranty ​ We generally offer a one-year warranty for all of our systems, the terms and conditions of which vary depending upon the product sold. 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. 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. We periodically assess the adequacy of our recorded liability and adjust the amount as necessary. ​ The changes in our standard product warranty liability are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended ​ ​ ​ September 30, ​ ​ 2025 2024 ​ ​ (in thousands) ​ Balance at January 1 (beginning of year) ​ $ 15,183 ​ $ 16,757 ​ Warranties issued during the period ​ 6,498 ​ 9,004 ​ Settlements made during the period ​ ( 9,632 ) ​ ( 9,313 ) ​ Changes in estimate of liability for pre-existing warranties during the period ​ ( 712 ) ​ ( 48 ) ​ Balance at September 30 (end of period) ​ $ 11,337 ​ $ 16,400 ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount classified as current ​ $ 9,258 ​ $ 14,547 ​ Amount classified as long-term (within other long-term liabilities) ​ 2,079 ​ 1,853 ​ Total warranty liability ​ $ 11,337 ​ $ 16,400 ​ ​ ​ Note 12. Fair Value Measurements ​ Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ​ (a) Fair Value Hierarchy ​ The accounting guidance for fair value measurement requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: ​ Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. ​ Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. ​ Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. ​ (b) Fair Value Measurements ​ Our money market funds and short-term investments with initial maturities of three months or less are included in cash and cash equivalents in the consolidated balance sheets. Other investments that have a maturity of greater than three months but less than one year are included within short-term investments in the consolidated balance sheets. Investments that have a maturity of greater than one year are included within long-term investments in the consolidated balance sheets. ​ 16 Table of Contents The following tables set forth our assets which are measured at fair value by level within the fair value hierarchy: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2025 ​ ​ Fair Value Measurements ​ Level 1 Level 2 Level 3 Total ​ ​ (in thousands) Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents and other short-term investments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents (money market funds, U.S. Government Securities and Agency Investments) ​ $ 150,229 ​ $ — ​ $ — ​ $ 150,229 ​ Short-term investments (U.S. Government Securities and Agency Investments) ​ ​ 262,059 ​ ​ — ​ ​ — ​ ​ 262,059 ​ Mark-to-market adjustment on forward exchange contracts ​ ​ — ​ ​ ( 585 ) ​ ​ — ​ ​ ( 585 ) ​ Long-term investments (U.S. Government Securities and Agency Investments) ​ ​ 143,214 ​ ​ — ​ ​ — ​ ​ 143,214 ​ Total ​ $ 555,502 ​ $ ( 585 ) ​ $ — ​ $ 554,917 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ Fair Value Measurements ​ Level 1 Level 2 Level 3 Total ​ ​ (in thousands) Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents and other short-term investments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents (money market funds, U.S. Government Securities and Agency Investments) ​ $ 81,320 ​ $ — ​ $ — ​ $ 81,320 ​ Short-term investments (U.S. Government Securities and Agency Investments) ​ ​ 448,296 ​ ​ — ​ ​ — ​ ​ 448,296 ​ Mark-to-market adjustment on forward exchange contracts ​ ​ — ​ ​ 267 ​ ​ — ​ ​ 267 ​ Total ​ $ 529,616 ​ $ 267 ​ $ — ​ $ 529,883 ​ ​ The following table summarizes the contractual maturities of our cash equivalents and investments as of September 30, 2025: ​ ​ ​ ​ ​ ​ ​ ​ Amortized Cost Fair Value ​ ​ (in thousands) Due within one year ​ $ 412,217 ​ $ 412,288 Due after one year through two years ​ 142,983 ​ 143,214 Total ​ $ 555,200 ​ $ 555,502 ​ (c) Other Financial Instruments ​ The carrying amounts reflected in the consolidated balance sheets for accounts receivable, prepaid expenses, forward currency exchange contracts and other current assets and non-current assets, restricted cash, accounts payable and accrued expenses approximate fair value due to their short-term maturities. ​ (d) Forward Currency Exchange Contracts ​ We enter into forward currency exchange contracts to minimize the impact of foreign currency fluctuations on our earnings and cash flows. These contracts have month-to-month settlement dates. Any gains or losses on these contracts are reported within Other, net in our Consolidated Statement of Operations. Any open contracts at period end that have settlement dates within one month after the reported period end are marked-to-market and the valuation adjustments related to these open contracts are recorded in the current asset or current liability account. Any unrealized gain or loss on the open contracts is recognized and recorded within Other, net in our Consolidated Statement of Operations. These contracts are measured at fair value using observable market inputs such as forward currency exchange rates and our counterparties’ credit risks. Based on these inputs, the derivative instruments are classified within Level 2 of the valuation hierarchy. At September 30, 2025, the recognized unrealized loss on these forward exchange contracts was approximately $ 0.6 million. 17 Table of Contents 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. ​ Note 13. Financing Arrangements ​ On January 30, 2015, we sold our corporate headquarters facility in Beverly, Massachusetts for $ 48.9 million. 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 $ 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 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. ​ Note 14. Income Taxes ​ 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. ​ 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. ​ Note 15. Concentration of Risk ​ 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. ​ Note 16. Share Repurchase ​ 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, 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. ​ Repurchased shares are accounted for when the transaction is settled and returned to the status of authorized but unissued shares. 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 18 Table of Contents over par value is deducted from retained earnings. Direct costs incurred to acquire the shares are included in the total cost of the shares. ​ ​ Note 17. Contingencies ​ (a) Litigation ​ We are from time to time a party to litigation that arises in the normal course of our business operations. We are not presently a party to any litigation that we believe might have a material adverse effect on our business operations. ​ (b) Indemnifications ​ Our system sales agreements typically include provisions under which we agree to take certain actions, provide certain remedies and defend our customers against third-party claims of intellectual property infringement under specified conditions and indemnify customers against any damage and costs awarded in connection with such claims. We have not incurred any material costs as a result of such indemnifications and have not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. ​ Note 18. Business Segment ​ The Company operates as one operating segment. The Company’s chief operating decision maker (“CODM”) is our chief executive officer, who assesses financial performance for the Company and decides how to allocate resources based on consolidated net income. 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 nine months ended September 30, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, ​ Nine months ended September 30, ​ ​ 2025 2024 ​ 2025 2024 ​ ​ ​ (in thousands) ​ Revenue: ​ $ 213,611 ​ $ 256,564 ​ $ 600,718 ​ $ 765,448 ​ Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenue ​ ​ 124,805 ​ ​ 146,594 ​ ​ 335,802 ​ ​ 427,017 ​ Research and development ​ ​ 24,640 ​ ​ 26,395 ​ ​ 78,832 ​ ​ 77,843 ​ Sales and marketing ​ ​ 15,838 ​ ​ 16,808 ​ ​ 45,965 ​ ​ 51,483 ​ General and administrative ​ ​ 23,308 ​ ​ 19,854 ​ ​ 56,976 ​ ​ 52,842 ​ Total other income ​ ​ 5,130 ​ ​ 8,452 ​ ​ 15,088 ​ ​ 15,366 ​ Income tax provision ​ ​ 4,164 ​ ​ 6,789 ​ ​ 12,290 ​ ​ 20,593 ​ Segment Net Income ​ ​ 25,986 ​ ​ 48,576 ​ ​ 85,941 ​ ​ 151,036 ​ Reconciliation of profit or loss Adjustments and reconciling items ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ Net income ​ $ 25,986 ​ $ 48,576 ​ $ 85,941 ​ $ 151,036 ​ ​ 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. ​ Note 19. Recent Accounting Guidance ​ In December 2023 the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 addresses investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. Early adoption is permitted. A public entity should apply ASU 2023-09 prospectively to all annual periods 19 Table of Contents 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”). 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. ASU 2024-03 addresses investor requests for more detailed information about expenses, specifically cost of sales and selling, general, and administrative expenses. ASU 2024-03 requires a public entity to disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption presented on the face of the income statement as well as a qualitative description of the amounts remaining in the relevant expense captions that are not separately disaggregated quantitatively. ASU 2024-03 also requires a public entity to disclose the total amount of selling expenses and the entity’s definition of selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. A public entity should apply ASU 2024-03 either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to all prior periods presented in the financial statements. 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. ​ Note 20. Merger ​ 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 20 Table of Contents 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. ​ 21 Table of Contents