What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-08 compared with 2025-11-06 · 87 added, 176 removed, 418 unchanged (39% of the section changed)

4 unchanged sentences

Three months ended

Nine months ended

September 30,

Total revenue

22 unchanged sentences

Three months ended

Nine months ended

September 30,

Other comprehensive (loss) income:

Foreign currency translation adjustments

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

Unrealized gains on available-for-sale investments

Amortization of actuarial net gain and other adjustments from pension plan

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

Total other comprehensive (loss) income

4 unchanged sentences

(In thousands, except per share amounts)

September 30,

Current assets:

27 unchanged sentences

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

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

30,733 shares issued and outstanding at March 31, 2026;

30,717 shares issued and outstanding at December 31, 2025

12 unchanged sentences

Foreign currency translation adjustments

Change in pension obligation

Unrealized gains on available-for-sale investments

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

2 unchanged sentences

Balance at March 31, 2025

Foreign currency translation adjustments

Change in pension obligation

Issuance of stock under Employee Stock Purchase Plan

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

Stock-based compensation expense

Repurchase of common stock

Balance at June 30, 2024

Foreign currency translation adjustments

Change in pension obligation

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

Stock-based compensation expense

Repurchase of common stock

Balance at September 30, 2024

See accompanying Notes to these Consolidated Financial Statements (Unaudited)

Axcelis Technologies, Inc.

Consolidated Statements of Stockholders’ Equity

(In thousands)

Comprehensive

2 unchanged sentences

Foreign currency translation adjustments

Unrealized gains on available-for-sale investments

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

Stock-based compensation expense

Repurchase of common stock

Balance at March 31, 2025

Foreign currency translation adjustments

Change in pension obligation

Unrealized losses on available-for-sale investments

Issuance of stock under Employee Stock Purchase Plan

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

Stock-based compensation expense

Repurchase of common stock

Balance at June 30, 2025

Foreign currency translation adjustments

Unrealized gains on available-for-sale investments

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

Stock-based compensation expense

Repurchase of common stock

Balance at September 30, 2025

Balance at March 31, 2026

See accompanying Notes to these Consolidated Financial Statements (Unaudited)

2 unchanged sentences

(In thousands)

Nine months ended

September 30,

Three months ended

Cash flows from operating activities

6 unchanged sentences

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

Unrealized currency gain on foreign denominated transactions

Unrealized currency loss (gain) on foreign denominated transactions

Mark-to-market adjustment on forward exchange contracts

10 unchanged sentences

Maturities and sales of short-term investments

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

Cash flows from financing activities

1 unchanged sentence

Repurchase of common stock

Proceeds from Employee Stock Purchase Plan purchases

Principal payments on finance lease obligation

1 unchanged sentence

Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash, cash equivalents and restricted cash

Net increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

13 unchanged sentences

The balance sheet at December 31, 2025 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.

As of March 31, 2026, there have been no material changes in the Company’s significant accounting policies.

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, 2025 (the “2025 Form 10-K”).

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.

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.

2012 Equity Incentive Plan, as amended (the “2012 Equity Plan”), which 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 2025 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.

We recognized stock-based compensation expense of $ 4.9 million for both the three-month periods ended March 31, 2026 and 2025.

These amounts include compensation expense related to RSUs.

In the three-month periods ended March 31, 2026 and 2025, we issued 16,000 and 38,459 shares of common stock, respectively, upon vesting of RSUs granted under the 2012 Equity Plan.

In both the three-month periods ended March 31, 2026 and 2025, we received no proceeds in connection with purchases under the 2020 Employee Stock Purchase Plan.

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

17 unchanged sentences

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

September 30,

Classification

10 unchanged sentences

Total lease liabilities

*Finance lease assets are recorded net of accumulated depreciation of $ 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.

*As of March 31, 2026, finance lease assets are recorded net of accumulated depreciation of $ 47.8 million and include $ 0.5 million of prepaid financing costs.

As of December 31, 2025, finance lease assets are recorded net of accumulated depreciation of $ 47.7 million and include $ 0.5 million of prepaid financing costs.

Our operating lease office locations support local selling and servicing functions.

1 unchanged sentence

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:

Operating lease expense and depreciation and interest expense relating to our finance lease obligation are recognized within our Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 as follows:

Three months ended

Nine months ended

September 30,

Classification

17 unchanged sentences

Total lease cost

* Product / services, sales and marketing and general and administrative expense also includes short-term lease and variable lease costs of approximately $ 0.4 million and $ 1.4 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.

* Product / services, sales and marketing and general and administrative expense also includes short-term lease and variable lease costs of approximately $ 0.7 million and $ 0.6 million for the three months ended March 31, 2026 and 2025, respectively.

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

All other locations are treated as operating

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

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

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

Maturity of Lease Liabilities

6 unchanged sentences

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

September 30,

Lease term and discount rate

8 unchanged sentences

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

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

Nine months ended September 30,

The table below shows our cash outflows by lease type and related section of our statement of cash flows, as well as the non-cash amount capitalized on our balance sheet in relation to our operating lease right-of-use assets for the three months ended March 31, 2026 and 2025, respectively:

Three months ended March 31,

Cash paid for amounts included in the measurement of lease liabilities

9 unchanged sentences

Three months ended

Nine months ended

September 30,

(in thousands)

4 unchanged sentences

Three months ended

Nine months ended

September 30,

(in thousands)

3 unchanged sentences

Contract liabilities are as follows:

September 30,

(in thousands)

3 unchanged sentences

Three months ended

Nine months ended

September 30,

(in thousands)

19 unchanged sentences

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

We did no t have any allowance or incur any credit losses or recoveries for the three and 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.

We recorded $ 0.1 million of bad debt expense for the three-month period ended March 31, 2026.

We did no t incur any credit losses or recoveries for the three-month period ended March 31, 2025.

As of both March 31, 2026 and March 31, 2025, we had no allowance for credit losses.

Computation of Net Earnings per Share

3 unchanged sentences

Three months ended

Nine months ended

September 30,

(in thousands, except per share amounts)

4 unchanged sentences

Net income per share

Diluted weighted average shares of common stock outstanding does not include 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.

Diluted weighted average shares of common stock outstanding does not include 15,643 and 325,364 common equivalent shares issuable with respect to outstanding equity awards for the three-month periods ended March 31, 2026 and 2025, respectively, as their effect would have been anti-dilutive.

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

The following table presents the changes in accumulated other comprehensive loss, by component, for the three months ended March 31, 2026:

Unrealized gains (losses) on

Defined benefit

3 unchanged sentences

Other comprehensive income and reclassifications

Balance at September 30, 2025

Balance at March 31, 2026

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,

The following table provides a reconciliation of cash balances on hand, cash equivalents, which include short-term investments having a maturity of 90 days or less at time of purchase, and restricted cash reported within the consolidated balance sheets to the total of the amounts shown in the statement of cash flows:

(in thousands)

2 unchanged sentences

Total cash, cash equivalents and restricted cash

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.

As of March 31, 2026, we had $ 10.6 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 $ 3.9 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 12 for further discussion on the $ 5.9 million cash collateralized letter of credit.

1 unchanged sentence

The components of inventories are as follows:

September 30,

(in thousands)

10 unchanged sentences

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.

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.

2 unchanged sentences

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

Nine months ended

September 30,

Three months ended

(in thousands)

3 unchanged sentences

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

Balance at September 30 (end of period)

Balance at March 31 (end of period)

Amount classified as current

18 unchanged sentences

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

September 30, 2025

March 31, 2026

Fair Value Measurements

17 unchanged sentences

Mark-to-market adjustment on forward exchange contracts

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

Long-term investments (U.S.

Government Securities and Agency Investments)

The following table summarizes the contractual maturities of our cash equivalents and investments as of March 31, 2026:

Amortized Cost

10 unchanged sentences

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.

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.

At March 31, 2026, the recognized unrealized loss on these forward exchange contracts was approximately $ 0.5 million.

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

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

We evaluated the credit risk associated with the counterparties to these derivative instruments and determined that as of March 31, 2026, such credit risks have not had an adverse impact on the fair value of these instruments.

Financing Arrangements

1 unchanged sentence

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

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

This sale-leaseback is accounted for as a finance lease under generally accepted accounting principles and, as such, we have recorded a finance lease obligation of $ 42.0 million as of March 31, 2026.

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.

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.

As of March 31, 2026, 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.

Income tax expense was $ 1.4 million for the three months ended March 31, 2026, compared to $ 4.5 million for the three months ended March 31, 2025.

The $ 3.1 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.

The reported effective tax rate (“ETR”) for the three months ended March 31, 2026 was 13.3 % compared to 13.6 % for the three months ended March 31, 2025.

The ETR for the three months ended March 31, 2026 was less than the U.S.

statutory rate of 21 % primarily attributable to the 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 (OBBBA) was signed into law.

The OBBBA includes significant 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 effective in 2025 and others being implemented through 2027.

The impacts of the portions of the OBBBA that have come into effect are reflected in our results for the quarter ended March 31, 2026.

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

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.

For the three months ended March 31, 2026, three customers accounted for 19.8 %, 13.7 %, and 10.7 % of total revenue, respectively.

For the three months ended March 31, 2025, two customers accounted for 15.3 % and 15.2 % of total revenue, respectively.

At March 31, 2026, four customers accounted for 14.6 %, 11.1 %, 10.7 %, and 10.5 % of accounts receivable, respectively.

At December 31, 2025, three customers accounted for 14.7 %, 13.5 %, and 10.3 % of accounts receivable, respectively.

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.

This approval brings the current outstanding repurchase authorization to $ 215 million, with $ 110 million available for future stock repurchases as of March 31, 2026.

During the three months ended March 31, 2026, no shares of common stock were repurchased.

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.

15 unchanged sentences

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

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

Three months ended September 30,

Nine months ended September 30,

The following table presents selected financial information with respect to the Company’s single operating segment for the three months ended March 31, 2026 and 2025:

Three months ended March 31,

(in thousands)

7 unchanged sentences

Reconciliation of profit or loss Adjustments and reconciling items

The above table includes depreciation expense and amortization expense of $ 4.3 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.

The above table includes depreciation expense and amortization expense of $ 4.4 million and $ 4.3 million for the three month periods ended March 31, 2026 and 2025, respectively.

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

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):

In November 2024, the Financial Accounting Standards Board (“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”).

1 unchanged sentence

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 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.

3 unchanged sentences

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

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

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

Targeted Improvements to the Accounting for Internal-Use Software .

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

In September 2025, the FASB issued Accounting Standards Update 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”).

ASU 2025-06 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.

1 unchanged sentence

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.

In September 2025, the FASB issued Accounting Standards Update 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 (“ASU 2025-07”).

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.

2 unchanged sentences

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

In December 2025, the FASB issued Accounting Standards Update 2025-11 , Interim Reporting (Topic 270) – Narrow-Scope Improvements (“ASU 2025-11”).

ASU 2025-11 applies to all entities that provide interim financial statements and notes in accordance with generally accepted accounting principles.

The new guidance improves the navigability of the required interim disclosures, clarifies when that guidance is applicable and provides additional guidance on what disclosures should be provided in interim reporting periods.

ASU 2025-11 also adds a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

ASU 2025-11 is effective for interim and annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of ASU 2025-11 on its future consolidated financial statements and related disclosures.

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

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

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

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

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

No fractional shares of the Company will

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

At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $ 0.01 per share, of Veeco, 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 newly issued shares of Company common stock (the “Company Common Stock”) (the “Common Stock Merger Consideration”).

No fractional shares of the Company will be issued in the Merger, and Veeco

stockholders will receive cash in lieu of fractional shares as part of the merger consideration, 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.

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 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 (d) 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:

2 unchanged sentences

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.

In addition, if the Merger Agreement 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.

At a special meeting of stockholders held on February 6, 2026, Axcelis stockholders approved the issuance of shares of Company Common Stock in connection with the Merger.

The completion of the Merger remains subject to other customary closing conditions, including the final pending regulatory approval from the State Administration for Market Regulation of the People’s Republic of China.

Axcelis and Veeco continue to expect that the Merger will be completed in the second half of 2026.

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

What changed 10-Q

Item 1. Financial Statements