What changed in this filing

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Item 1A. Risk Factors

2026-02-26 compared with 2025-02-28 · 115 added, 27 removed, 222 unchanged (39% of the section changed)

35 unchanged sentences

Other chipmakers have been placed on the Entity List, some with, and some without, a similar policy allowing licensed shipments on specified conditions.

A new export controls regulatory framework issued by the U.S.

An export controls regulatory framework issued by the U.S.

in October 2022 and supplemented in 2023, prohibits all semiconductor equipment shipments to Chinese customers (other than certain multi-nationals) who are producing or developing logic, DRAM and NAND chips meeting specific advanced parameters.

While these regulations have further excluded exports to certain Chinese customers, we currently are able to continue to ship to the majority of our Chinese customers.

In general, however, continuing revenue from Chinese customers is at higher risk than continuing revenue form customers in other international locations because of trade tensions between the United States government and the Chinese government, and other challenges reflecting China’s stage of development and rapid growth.

In general, however, continuing revenue from Chinese customers is at higher risk than continuing revenue from customers in other international locations because of trade tensions between the United States government and the Chinese government, and other challenges reflecting China’s stage of development and rapid growth.

Increased U.S.

2 unchanged sentences

and Sumitomo Heavy Industries Ion Technology Co., Ltd.

In addition, two Chinese entities, known as Kingstone Semiconductor and CETC Electronics Equipment Group Co., Ltd., are developing ion implanters for the Chinese domestic market.

In addition, two Chinese entities, known as Kingstone Semiconductor and CETC Electronics Equipment Group Co., Ltd., continue to develop ion implanters for the Chinese domestic market.

The loss of a significant customer or any reduction or delays in our ability to ship to any significant customer will adversely affect us.

10 unchanged sentences

● potential adverse tax consequences.

The impact of tariffs on our business is difficult to predict, and may change substantially and without notice .

government has proposed or enacted tariffs and substantial changes to trade policies, which could adversely affect our business.

For example, the U.S.

government has imposed tariffs on certain foreign products, including most recently from Canada, Mexico and China, that in the past have resulted in and may result in future retaliatory tariffs on U.S.

goods and products.

We cannot predict whether these policies will continue, or if new policies will be enacted, or the impact, if any, that any policy changes could have on our business.

In August 2025, the U.S.

Court of Appeals for the Federal Circuit ruled that the tariffs imposed by the current Federal administration exceed presidential authority and therefore are invalid, and in February 2026, the U.S.

Supreme Court affirmed such decision.

Following the ruling, the current Federal administration signed an executive order imposing a 10% “global tariff” and later indicated an intention to increase such “global tariff” to 15%, effective immediately, using presidential powers under certain U.S.

If implemented, such tariffs can remain in effect for up to 150 days, which may be extended by the U.S.

The current Federal administration may continue to impose additional tariffs under other U.S.

The Company cannot predict what additional changes to trade policy will be made by the current Federal administration or Congress, including whether existing tariff policies will be maintained or modified, what materials or products may be subject to such policies or whether the entry into new bilateral or multilateral trade agreements, or the amendment or termination of existing trade agreements, will occur, nor can we predict the effects that any such changes would have on our business.

Our dependence upon suppliers for many components and sub-assemblies could result in increased costs or delays in the manufacture and sale of our products.

3 unchanged sentences

In addition, we often quote prices to our customers and accept customer orders for our products before purchasing components and sub-assemblies from our suppliers.

suppliers increase the cost of components or sub-assemblies, we may not have alternative sources of supply and may not be able to raise the price of our products to cover all or part of the increased cost of components, negatively impacting our gross margin.

If our suppliers increase the cost of components or sub-assemblies, we may not have alternative sources of supply and may not be able to raise the price of our products to cover all or part of the increased cost of components, negatively impacting our gross margin.

The manufacture of some of these components and sub-assemblies is an extremely complex process and requires long lead times.

19 unchanged sentences

None of our customers have entered into a long-term agreement requiring it to purchase our products.

Our customers located in China represent a significant portion of our revenue, and are subject to U.S.

Our customers located in China represent a significant portion of our revenue, and are subject to

export controls restrictions, as discussed above.

46 unchanged sentences

As a result, our revenue and operating results for a quarter depend on our shipping systems on previous orders as scheduled during that quarter, receiving customer acceptance of previously shipped products, and obtaining new orders for products and services to be provided within that same quarter.

Any delay in, or cancellation of, scheduled shipments and

customer acceptances or in revenue from new orders, including aftermarket revenue, could materially affect our financial results.

Any delay in, or cancellation of, scheduled shipments and customer acceptances or in revenue from new orders, including aftermarket revenue, could materially affect our financial results.

Accounting rules addressing revenue recognition add more complexity in forecasting quarterly revenue and profitability.

13 unchanged sentences

This data includes confidential information belonging to Axcelis, our employees or our customers or other business partners, some of which is personally-identifiable information of individuals.

As reported in the 2024 Verizon Data Breach Investigation Report, cyber-attacks in the manufacturing industries are almost entirely financially motivated.

As reported in the 2025 Verizon Data Breach Investigation Report, cyber-attacks in the manufacturing industries are mostly financially motivated with another major motive being espionage.

Axcelis has been and expects to continue to be subject to cybersecurity threats and incidents, including through employee error or misuse;

6 unchanged sentences

We continually replace less secure legacy systems to improve internal and external cyber defenses and maintain a cyber incident response plan including reporting and recovery processes.

See Item IC “Cybersecurity” below.

In addition, as discussed in our proxy statement, the Audit Committee and the full Board of Directors receive quarterly reports on cybersecurity risks and annual reports on management initiatives to promote cybersecurity.

See Item 1C “Cybersecurity” below.

In addition, as discussed in our proxy statement, the Audit Committee and

the full Board of Directors receive quarterly reports on cybersecurity risks and annual reports on management initiatives to promote cybersecurity.

However, depending on their nature and scope, cybersecurity incidents could result in business disruption;

11 unchanged sentences

handling, discharge, recycling and disposal of hazardous materials used in its products or in producing its products;

operation of its facilities;

the operation of its facilities;

and the use of its real property.

30 unchanged sentences

Adverse determinations in any litigation could subject us to significant liabilities to third parties, require us to remove certain features from our products or seek costly licenses from third parties or prevent us from manufacturing and selling our systems.

In addition, infringement indemnification clauses in system sale agreements may require us to take other actions

or require us to provide certain remedies to customers who are exposed to indemnified liabilities.

In addition, infringement indemnification clauses in system sale agreements may require us to take other actions or require us to provide certain remedies to customers who are exposed to indemnified liabilities.

Any of these situations could have a material adverse effect on our business results.

18 unchanged sentences

● changes in market valuations of similar companies;

● announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, capital commitments, new products or product enhancements;

● announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint

ventures, capital commitments, new products or product enhancements;

● loss of a major customer or failure to complete significant transactions;

3 unchanged sentences

We operate in jurisdictions with complex and changing tax laws.

We are also subject to laws and regulations in various jurisdictions that determine how much profit has been

earned and when it is subject to taxation in that jurisdiction.

In the United States, for example, the Inflation Reduction Act (IRA) imposes a 15% book minimum tax on corporations with three-year average annual adjusted financial statement income exceeding $1 billion.

To date, the IRA has not materially impacted our effective tax rate.

Corporate tax reform, anti-base-erosion rules and tax transparency continue to be high legislative or regulatory priorities in many jurisdictions.

Changes in laws and regulations regarding these matters could impact the jurisdictions where we are deemed to earn income, which could in turn adversely affect our tax liability and results of operations.

As of December 31, 2024, 54 countries have enacted various aspects of the Organization for Economic Co-operation and Development’s Base Erosion and Profit Shifting 2.0 Pillar Two global minimum tax (GMT).

In 35 of those countries, the GMT is effective beginning in 2024.

Based on currently enacted law and countries we operate in, the impact of GMT on our 2024 results did not have an impact on our business.

We are also subject to laws and regulations in various jurisdictions that determine how much profit has been earned and when it is subject to taxation in that jurisdiction.

In the United States, for example, the One Big Beautiful Bill Act (“OB3”) was enacted in the third quarter of 2025.

For the year ended December 31, 2025, the OB3 did not have a material impact on our effective tax rate or tax expense.

Corporate tax reform, anti-base-erosion rules and tax transparency continue to be high legislative and regulatory priorities in many jurisdictions.

Changes in laws and regulations regarding these matters could impact us in the jurisdictions where we are deemed to earn income, which could in turn adversely affect our tax liability and results of operations.

Risks Related to the Merger

The exchange ratio is fixed and will not be adjusted in the event of any change in either Axcelis’ or Veeco’s stock price.

Upon completion of the merger, each share of Veeco common stock issued and outstanding immediately prior to the Merger will be converted into and become exchangeable for 0.3575 shares of Axcelis common stock.

This exchange ratio is fixed in the Merger Agreement and will not be adjusted for changes in the market price of either Axcelis common stock or Veeco common stock.

The market prices of Axcelis common stock and Veeco common stock have fluctuated prior to and after the date of the announcement of the Merger Agreement and may continue to fluctuate from the date hereof to the date the Merger is consummated.

Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in Axcelis’ or Veeco’s respective businesses, operations and prospects, short-selling activity, changes in and speculation regarding Axcelis’ and Veeco’s respective businesses, operations and prospects, reductions or changes in U.S.

government spending or budgetary policies, market assessments of the likelihood that the merger will be completed and/or expectations regarding the timing thereof, interest rates, general market, industry and economic conditions, including the impact of continued inflation and associated changes in monetary policy, and other factors generally affecting the respective prices of Axcelis’ or Veeco’s common stock, federal, state and local legislation, governmental regulation and legal developments in the industry segments in which Axcelis or Veeco operate, and the timing of the Merger.

Many of these factors are beyond Axcelis’ and Veeco’s control, and neither Axcelis nor Veeco are permitted to terminate the Merger Agreement solely due to a decline in the market price of the common stock of the other party.

The Merger may be delayed or may not be completed and the Merger Agreement may be terminated in accordance with its terms, which could materially and adversely effect Axcelis and/or Veeco.

The Merger is subject to a number of conditions that must be satisfied, some of which are beyond the control of Axcelis and Veeco, may not be satisfied or waived in a timely manner or at all, and, accordingly, the merger may be delayed or not completed.

These conditions include:

approval for listing on Nasdaq of the shares of Axcelis common stock to be issued in connection with the merger (subject to official notice of issuance), the absence of governmental restraints or prohibitions preventing the consummation of the Merger and the approval of the Merger by the State

Administration for Market Regulation in the People’s Republic of China.

The obligation of each of Axcelis and Veeco to consummate the merger is also conditioned on, among other things, the absence of a material adverse effect on the other party, the truth and correctness of the representations and warranties made by the other party on the date of the merger agreement and on the closing date (subject to certain materiality qualifiers), and the performance by the other party in all material respects of its obligations under the merger agreement.

No assurance can be given that the required consents and approvals will be obtained or that the required conditions to closing will be satisfied, and, if all required consents and approvals are obtained and the conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents and approvals.

Any delay in completing the Merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that Axcelis and Veeco expect to achieve if the Merger is successfully completed within its expected time frame.

Additionally, Axcelis and Veeco may incur significant additional costs in connection with any delay in completing the merger or termination of the Merger Agreement, in addition to significant transaction costs, including legal, financial advisory, accounting and other costs Axcelis and Veeco have already incurred.

If the Merger is not completed for any reason, the ongoing businesses of Axcelis and Veeco may be adversely affected and, without realizing any of the benefits of having completed the Merger, Axcelis and Veeco would be subject to a number of risks, including the following:

● each company may experience negative reactions from the financial markets, including negative impacts on its stock price;

● each company may experience negative reactions from its suppliers, customers and employees;

● each company will be required to pay their respective costs relating to the Merger, such as financial advisory, legal and accounting costs and associated fees and expenses, including, if applicable, a termination fee (with certain exceptions), whether or not the Merger is completed;

● matters relating to the Merger (including integration planning) will require substantial commitments of time and resources by Axcelis management and Veeco management, which could otherwise have been devoted to day-to-day operations, other strategic opportunities or to other opportunities that may have been beneficial to Axcelis or Veeco, as applicable, as an independent company.

Uncertainty regarding completion of the Merger may also cause customers, suppliers, vendors, strategic partners or others that deal with Axcelis or Veeco to delay or defer entering into contracts with Axcelis or Veeco or making other decisions concerning Axcelis or Veeco or could cause such customers, suppliers, vendors, strategic partners or others to seek to change or cancel existing business relationships with Axcelis or Veeco, which could negatively affect their respective businesses.

Any delay or deferral of those decisions or changes in existing agreements could have a material adverse impact on the respective businesses of Axcelis and Veeco, regardless of whether the Merger is ultimately completed.

The market price for shares of common stock of the combined company following the completion of the merger may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of shares of Axcelis common stock and Veeco common stock.

Upon consummation of the Merger, Axcelis stockholders and Veeco stockholders will both hold shares of common stock in the combined company.

The businesses of Axcelis and Veeco differ from each other, and, accordingly, the results of operations of the combined company will be affected by some factors that are different from those currently or historically affecting the separate results of operations, as well as the market price of the common stock, of Axcelis and Veeco.

Additionally, the market price of the combined company’s common stock may fluctuate significantly following completion of the Merger.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that cannot be met.

Consummation of the Merger is conditioned upon, among other things, the approval of the Merger by the State Administration for Market Regulation in the People’s Republic of China.

Any such requirements or restrictions may

prevent or delay completion of the Merger or may reduce the anticipated benefits of the Merger, which could also have a material adverse effect on the combined company’s business and cash flows, financial condition and results of operations.

Axcelis stockholders and Veeco stockholders will each have reduced ownership and voting interest in the combined company as compared to ownership and voting interest in each of Axcelis and Veeco on a standalone basis.

Upon consummation of the Merger, each Axcelis stockholder and each Veeco stockholder will become a stockholder of the combined company with a percentage ownership of the combined company that is smaller than such stockholder’s percentage ownership of Axcelis or Veeco, as applicable, immediately prior to the effective time of the Merger.

Because of this, each share of Axcelis common stock and each share of Veeco common stock will represent a smaller percentage ownership of the combined company than it represented in Axcelis or Veeco, respectively.

Accordingly, Axcelis stockholders and Veeco stockholders will have less voting power in the combined company than they now have in Axcelis or Veeco and will be able to exercise less influence over the management and policies of the combined company following the consummation of the Merger than they are able to exercise over Axcelis or Veeco, as applicable, immediately prior to the consummation of the Merger.

The Merger Agreement may prevent Axcelis and Veeco from entering into certain transactions and taking certain actions that might otherwise be beneficial to Axcelis or Veeco and their respective stockholders

Until the completion of the Merger or the termination of the Merger Agreement in accordance with its terms, Axcelis and Veeco are each prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to Axcelis or Veeco and their respective stockholders.

From and after the date of the Merger Agreement and prior to completion of the Merger, the Merger Agreement restricts Axcelis and Veeco from taking specified actions without the consent of the other party and requires that the business of each company and its respective subsidiaries be conducted in all material respects in the ordinary course of business consistent with past practice.

These restrictions, which could be in place for an extended period of time if the completion of the Merger is delayed, may prevent Axcelis or Veeco from making appropriate changes to their respective businesses or organizational structures or from pursuing attractive business opportunities that may arise prior to the completion of the Merger, and could have the effect of delaying or preventing other strategic transactions.

Adverse effects arising from the pendency of the Merger could be exacerbated by any delays in consummation of the Merger or termination of the Merger Agreement.

Litigation against Axcelis and Veeco could prevent or delay the completion of the Merger or result in the payment of damages following completion of the Merger.

Axcelis stockholders and Veeco stockholders may file lawsuits challenging the Merger or the other transactions contemplated by the Merger Agreement, which may name Axcelis, Veeco and/or members of their respective boards of directors as defendants.

The results of any such potential legal proceedings are difficult to predict, and could delay or prevent the Merger from becoming effective in a timely manner.

The existence of litigation related to the Merger could affect the likelihood of obtaining the required approval from Axcelis stockholders or Veeco stockholders.

Further, one of the conditions to the completion of the Merger is that no law or order by any governmental entity of competent jurisdiction, such as a court, is in effect that prohibits, restrains or makes illegal the consummation of the Merger.

As such, if any future legal actions result in a law or order prohibiting the consummation of the Merger, then such law or order may prevent the consummation of the Merger on the agreed terms, within the expected timeframe or at all, any of which could substantially harm Axcelis’ and Veeco’s respective businesses.

Moreover, any litigation could be time consuming and expensive, could divert Axcelis and Veeco’s management’s attention away from their regular business and, if any lawsuit is adversely resolved against either Axcelis, Veeco, or members of their respective boards of directors (each of whom Axcelis and Veeco is required to indemnify pursuant to indemnification agreements), could have a material adverse effect on Axcelis or Veeco’s financial condition.

Failure to attract, motivate and retain executives and other key employees could diminish the anticipated benefits of the Merger.

The success of the Merger will depend in part on the retention of personnel critical to the business and operations of the combined company due to, for example, their technical skills or management expertise.

Current and prospective employees of Axcelis and Veeco may experience uncertainty about their future role with Axcelis and Veeco until strategies with regard to these employees’ roles in the combined company are announced or executed, which may impair Axcelis’ and Veeco’s ability to attract, retain and motivate key management, sales, marketing, technical and other personnel prior to and following the Merger.

If Axcelis and Veeco are unable to retain personnel, including Axcelis’ and Veeco’s key management, who are critical to the successful integration and future operations of the companies, Axcelis and Veeco could face disruptions in their respective operations, loss of existing customers or loss of sales to existing customers, loss of key information, expertise or know-how, and unanticipated additional recruitment and training costs.

In addition, the loss of key personnel could diminish the anticipated benefits of the Merger.

If key employees of Axcelis or Veeco depart, the integration of the companies may be more difficult and the combined company’s business following the Merger may be harmed.

Furthermore, the combined company may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the business of each of Axcelis or Veeco, and the combined company’s ability to realize the anticipated benefits of the Merger may be adversely affected.

In addition, there could be disruptions to or distractions for the workforce and management associated with activities of labor unions or integrating employees into the combined company.

No assurance can be given that the combined company will be able to attract or retain key employees of Axcelis and Veeco to the same extent that those companies have been able to attract or retain their own employees in the past.

Whether or not the Merger is completed, the announcement and pendency of the Merger will divert significant management resources to complete the Merger, which could have a material adverse effect on Axcelis’ and Veeco’s respective businesses, financial results, and/or market prices.

Whether or not the Merger is completed, the announcement and pendency of the Merger could cause disruptions in the businesses of Axcelis and Veeco by directing the attention of management of each of Axcelis and Veeco toward the completion of the Merger.

Axcelis and Veeco have each diverted significant management resources in an effort to complete the Merger and are each subject to restrictions contained in the Merger Agreement on the conduct of their respective businesses in the period prior to the completion of the Merger.

If the Merger is not completed, Axcelis and Veeco will have incurred significant costs, including the diversion of management resources, for which they will have received little or no benefit.

The market price of the combined company’s common stock may be volatile, and holders of the combined company’s common stock could lose a significant portion of their investment due to decreases in the market price of the combined company’s common stock following completion of the Merger.

The market price of the combined company’s common stock may be volatile, and following completion of the Merger, stockholders may not be able to resell their Axcelis common stock at or above the price at which they acquired the common stock pursuant to the merger agreement or otherwise due to fluctuations in its market price, including changes in price caused by factors unrelated to the combined company’s operating performance or prospects.

Specific factors that may have a significant effect on the market price for the combined company’s common stock include, among others, the following:

● changes in stock market analyst recommendations or earnings estimates regarding the combined company’s common stock, other companies comparable to it or companies in the industries they serve;

● actual or anticipated fluctuations in the combined company’s operating results or future prospects;

● reaction to public announcements by the combined company;

● strategic actions taken by the combined company or its competitors, such as any contemplated business separation, acquisitions or restructurings;

● failure of the combined company to achieve the perceived benefits of the transactions, including financial results and anticipated cost synergies, as rapidly as or to the extent anticipated by financial or industry analysts;

● adverse conditions in the financial market or general U.S.

or international economic conditions, including those resulting from war, incidents of terrorism and responses to such events;

● sales of common stock by the combined company, members of its management team or significant stockholders.

Each of Axcelis and Veeco will incur significant transaction, merger-related and restructuring costs in connection with the Merger.

Axcelis and Veeco have each incurred and expect to incur a number of non-recurring costs associated with combining the operations of the two companies, as well as transaction fees and other costs related to the Merger.

These costs and expenses include fees paid to financial, legal and accounting advisors, facilities and systems consolidation costs, severance and other potential employment-related costs, including retention and severance payments that may be made to certain Axcelis employees and Veeco employees, filing fees, printing expenses and other related charges.

Some of these costs are payable by Axcelis or Veeco regardless of whether the Merger is completed.

The combined company will also incur restructuring and integration costs in connection with the Merger.

The costs related to restructuring will be expensed as a cost of the ongoing results of operations of either Axcelis or Veeco or the combined company.

There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the Merger and the integration of the two companies’ businesses.

Although Axcelis and Veeco expect that the elimination of duplicative costs, strategic benefits, additional income and the realization of other efficiencies related to the integration of the businesses may offset incremental transaction, merger-related and restructuring costs over time, any net benefit may not be achieved in the near term or at all.

While both Axcelis and Veeco have assumed that certain expenses would be incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement, there are many factors beyond their control that could affect the total amount or the timing of the integration and implementation expenses.

Axcelis stockholders and Veeco stockholders will not be entitled to appraisal rights in the Merger.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders of a corporation to dissent from an extraordinary transaction, such as a merger, and to demand that such corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to such stockholders in connection with the transaction.

Under the DGCL, stockholders do not have appraisal rights if the shares of stock they hold are either listed on a national securities exchange or held of record by more than 2,000 holders.

Notwithstanding the foregoing, appraisal rights are available if stockholders are required by the terms of the Merger Agreement to accept for their shares anything other than (i) shares of stock of the surviving corporation, (ii) shares of stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (iii) cash in lieu of fractional shares or (iv) any combination of the foregoing.

Because the Merger is of Merger Sub with and into Veeco and holders of Axcelis common stock may continue to hold their shares following completion of the Merger, holders of Axcelis common stock are not entitled to appraisal rights in the Merger.

Because shares of Axcelis common stock are listed on Nasdaq, a national securities exchange, and because Veeco stockholders are not required by the terms of the Merger Agreement to accept for their shares anything other

than shares of Axcelis common stock and cash in lieu of fractional shares, holders of Veeco common stock will not be entitled to appraisal rights in the Merger.

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-K

Item 1A. Risk Factors