What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-06 compared with 2026-05-08 · 89 added, 56 removed, 449 unchanged (24% of the section changed)

4 unchanged sentences

Three months ended

Six months ended

Total revenue

22 unchanged sentences

Three months ended

Six months ended

Other comprehensive (loss) income:

37 unchanged sentences

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

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

30,881 shares issued and outstanding at June 30, 2026;

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

12 unchanged sentences

Foreign currency translation adjustments

Unrealized gains on available-for-sale investments

Unrealized gains (losses) 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

Unrealized gains (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

See accompanying Notes to these Consolidated Financial Statements (Unaudited)

Axcelis Technologies, Inc.

Consolidated Statements of Stockholders’ Equity

(In thousands)

Comprehensive

3 unchanged sentences

Change in pension obligation

Unrealized losses on available-for-sale investments

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

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

1 unchanged sentence

Balance at March 31, 2026

Foreign currency translation adjustments

Unrealized gains (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 excise tax

Balance at June 30, 2026

See accompanying Notes to these Consolidated Financial Statements (Unaudited)

2 unchanged sentences

(In thousands)

Three months ended

Six months ended

Cash flows from operating activities

23 unchanged sentences

Repurchase of common stock

Proceeds from Employee Stock Purchase Plan purchases

Principal payments on finance lease obligation

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

As of June 30, 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”).

3 unchanged sentences

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 $ 4.9 million for both the three-month periods ended March 31, 2026 and 2025.

Beginning in May 2026, certain stock-based awards granted to executive management have market-based performance measures and are valued using the Monte-Carlo simulation valuation method with cliff vesting at the end of a performance period of three years .

We recognized stock-based compensation expense of $ 6.4 million and $ 5.4 million for the three-month periods ended June 30, 2026 and 2025, respectively.

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 recognized stock-based compensation expense of $ 11.3 million and $ 10.3 million for the six-month periods ended June 30, 2026 and 2025, 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 both of the three-month periods ended June 30, 2026 and 2025, we issued 0.1 million shares of common stock upon vesting of RSUs granted under the 2012 Equity Plan and purchases under the 2020 ESPP.

In the three-month periods ended June 30, 2026 and 2025, we received proceeds of $ 1.3 million and $ 1.2 million, respectively, in connection with purchases under the 2020 ESPP.

In both of the six-month periods ended June 30, 2026 and 2025, 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 the six-month periods ended June 30, 2026 and 2025, we received proceeds of $ 1.3 million and $ 1.2 million, respectively, in connection with purchases under the 2020 ESPP.

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

We have a finance lease in relation to the 2015 sale-leaseback of our corporate headquarters in Beverly, Massachusetts.

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.

27 unchanged sentences

Total lease liabilities

*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 June 30, 2026, finance lease assets are recorded net of accumulated depreciation of $ 48.0 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.

2 unchanged sentences

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

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

Three months ended

Six months ended

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 $ 0.7 million and $ 0.6 million for the three months ended March 31, 2026 and 2025, respectively.

* Product / services, sales and marketing and general and administrative expense also includes short-term lease and variable lease costs of approximately $ 0.3 million and $ 1.0 million for the three and six months ended June 30, 2026, respectively, and includes short-term lease and variable lease costs of approximately $ 0.4 million and $ 1.0 million for the three and six months ended June 30, 2025, respectively.

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 March 31, 2026:

The tables below reflect the minimum cash outflow regarding our current lease obligations as well as the weighted average remaining lease term and weighted-average discount rates used in our calculation of our lease obligations and right-of-use assets as of June 30, 2026:

Maturity of Lease Liabilities

16 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 three months ended March 31, 2026 and 2025, respectively:

Three months ended March 31,

The table below shows our cash outflows by lease type and related section of our statement of cash flows, as well as the non-cash amount capitalized on our balance sheet in relation to our operating lease right-of-use assets for the six months ended June 30, 2026 and 2025, respectively:

Six months ended June 30,

Cash paid for amounts included in the measurement of lease liabilities

6 unchanged sentences

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.”

(i) revenue from sales of new systems and (ii) revenue arising from the sale of used systems, parts, and labor to customers who own systems, which we refer to as “Aftermarket.”

Revenue by categories used by management are as follows:

Three months ended

Six months ended

(in thousands)

4 unchanged sentences

Three months ended

Six months ended

(in thousands)

8 unchanged sentences

Three months ended

Six months ended

(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 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.

We did not incur any credit losses or recoveries for the three-month period ended June 30, 2026.

We recorded $ 0.1 million of bad debt expense for the six-month period ended June 30, 2026.

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

As of both June 30, 2026 and June 30, 2025, we had no allowance for credit losses.

Computation of Net Earnings per Share

3 unchanged sentences

Three months ended

Six months ended

(in thousands, except per share amounts)

4 unchanged sentences

Net income per share

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.

Diluted weighted average shares of common stock outstanding does not include 93,931 and 509,998 common equivalent shares issuable with respect to outstanding equity awards for the three-month periods ended June 30, 2026 and 2025, respectively, and 51,588 and 411,238 common equivalent shares issuable with respect to outstanding equity awards for the six-month periods ended June 30, 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 three months ended March 31, 2026:

The following table presents the changes in accumulated other comprehensive loss, by component, for the six months ended June 30, 2026:

Unrealized gains (losses) on

4 unchanged sentences

Other comprehensive income and reclassifications

Balance at March 31, 2026

Balance at June 30, 2026

Cash, cash equivalents and restricted cash

4 unchanged sentences

Total cash, cash equivalents and restricted cash

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.

As of June 30, 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.

13 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.

Costs for non-standard warranty are expensed as incurred.

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

non-standard warranty are expensed as incurred.

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

1 unchanged sentence

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

Three months ended

Six months ended

(in thousands)

3 unchanged sentences

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

Balance at March 31 (end of period)

Balance at June 30 (end of period)

Amount classified as current

18 unchanged sentences

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

March 31, 2026

June 30, 2026

Fair Value Measurements

19 unchanged sentences

Government Securities and Agency Investments)

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

The following table summarizes the contractual maturities of our cash equivalents and investments as of June 30, 2026:

Amortized Cost

13 unchanged sentences

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

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

At June 30, 2026, the recognized unrealized gain on these forward exchange contracts was approximately $ 0.1 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 March 31, 2026, 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 June 30, 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 $ 42.0 million as of March 31, 2026.

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 $ 41.6 million as of June 30, 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 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 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.

As of June 30, 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 $ 2.1 million for the three months ended June 30, 2026, compared to $ 3.6 million for the three months ended June 30, 2025.

The $ 1.6 million decrease was primarily due to the decrease in pre-tax book income and an increase in stock-based compensation deduction.

The reported effective tax rate (“ETR”) for the three months ended June 30, 2026 was 8.1 % compared to 10.3 % for the three months ended June 30, 2025.

The ETR for the six months ended June 30, 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.

On July 4, 2025, legislation known as the One Big Beautiful Bill Act (the “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.

The legislation has multiple effective dates, with certain provisions 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 June 30, 2026.

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

Concentration of Risk

For the three months ended 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.

For the three months ended June 30, 2026, two customers accounted for 21.6 % and 15.9 % of total revenue.

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

For the six months ended June 30, 2026 , two customers each accounted for 17.8 % of total revenue.

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

At June 30, 2026, two customers accounted for 15.3 % and 11.4 % of accounts receivable.

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

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 $ 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.

This approval brings the current outstanding repurchase authorization to $ 215 million, with $ 110 million available for future stock repurchases as of June 30, 2026.

During the six months ended June 30, 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.

1 unchanged sentence

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

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

over par value is deducted from retained earnings.

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

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

10 unchanged sentences

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

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

Three months ended March 31,

The following table presents selected financial information with respect to the Company’s single operating segment for the three and six months ended June 30, 2026 and 2025:

Three months ended June 30,

Six months ended June 30,

(in thousands)

7 unchanged sentences

Reconciliation of profit or loss Adjustments and reconciling items

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

The above table includes depreciation expense and amortization expense of $ 4.4 million and $ 8.9 million for the three and six-month periods ended June 30, 2026, respectively, and depreciation expense and amortization expense of $ 4.5 million and $ 8.8 million for the three and six-month periods ended June 30, 2025, respectively

Recent Accounting Guidance

3 unchanged sentences

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.

25 unchanged sentences

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.

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.

9 unchanged sentences

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