What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2025-02-28 compared with 2024-02-23 · 32 added, 16 removed, 217 unchanged (18% of the section changed)

34 unchanged sentences

Entity List in 2020, we are required to obtain export control licenses to ship to mature process SMIC fabs, which to date, we have been able to obtain.

Other chipmakers have been placed on the Entity List, without a similar policy allowing licensed shipments.

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.

in October 2022 and supplemented in October 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.

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 some 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 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.

Increased U.S.

2 unchanged sentences

and Sumitomo Heavy Industries Ion Technology Co., Ltd.

In addition, a Chinese entity, known as CETC Electronics Equipment Group Co., Ltd., is developing ion implanters for the Chinese domestic market.

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.

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

4 unchanged sentences

● political and economic instability;

● global health emergencies, such as pandemics, which have the potential to disrupt our manufacturing operations and those of our supply chain, as well as cause our customers to delay or cancel shipments;

● global health emergencies, such as pandemics have the potential to disrupt our manufacturing operations and those of our supply chain, as well as cause our customers to delay or cancel shipments;

● difficulties in accounts receivable collections;

3 unchanged sentences

● potential adverse tax consequences.

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.

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.

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.

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.

As a result, we could experience delays or shortages.

If we are unable to obtain adequate and timely deliveries of our required components or sub-assemblies, we may have to seek alternative sources of supply or manufacture

these components internally.

If we are unable to obtain adequate and timely deliveries of our required components or sub-assemblies, we may have to seek alternative sources of supply or manufacture these components internally.

This could delay our ability to manufacture or to ship our systems on a timely basis, causing us to lose sales, incur additional costs, delay new product introductions, and suffer harm to our reputation.

37 unchanged sentences

dollars will increase or decrease relative to the local currency based on changes in the exchange rate between the two currencies over the period.

result, any unplanned non-cash gains or losses are recorded in the Company’s consolidated financial statements.

As a result, any unplanned non-cash gains or losses are recorded in the Company’s consolidated financial statements.

Accordingly, fluctuations in exchange rates can impact reported revenues, expense, and profitability and asset values in our Consolidated Financial Statements.

6 unchanged sentences

Competition for such personnel is intense, both in the Boston metropolitan area and in other locations around the world.

If we are unable to retain our existing key personnel, or attract and retain additional qualified personnel, we may from time to time experience insufficient levels of staffing to fully develop, manufacture and market our products and perform services for our customers.

If we are unable to retain our existing key personnel, or attract and retain additional qualified personnel, we may experience insufficient levels of staffing to fully develop, manufacture and market our products and perform services for our customers.

As a result, our growth could be limited or we could fail to meet our delivery commitments or experience deterioration in service levels or decreased customer satisfaction, all of which could adversely affect our financial results.

16 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.

18 unchanged sentences

Axcelis implements a “Layered Security Strategy” that aligns with National Institute of Standards and Technology Cybersecurity Framework.

To do so, we devote significant resources to network security, data encryption, employee training and other measures to protect our systems and data from unauthorized access or misuse.

This includes continuously monitoring and reacting to the cybersecurity environment, by implementing best-in-class solutions from a number of vendors.

To do so, we devote resources to network security, data encryption, employee training and other measures to protect our systems and data from unauthorized access or misuse.

This includes continuously monitoring and reacting to the cybersecurity environment, by implementing best-in-class solutions from several vendors.

On an on-going basis, we engage a cybersecurity consultant to validate and advise on the Company’s cyber landscape and to drive employee vigilance through employee cyber training and messaging.

15 unchanged sentences

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

the operation of its facilities;

operation of its facilities;

and the use of its real property.

8 unchanged sentences

Our financial condition and results of operations could be adversely affected by global pandemics.

Global pandemics, such as COVID-19, have in the past and may again in the future cause disruptions and restrictions on our operations and ability to travel, and similar disruptions and restrictions impacting our suppliers or customers could adversely affect our sales and operating results.

Global pandemics have in the past and may again in the future cause disruptions and restrictions on our operations and ability to travel, and similar disruptions and restrictions impacting our suppliers or customers could adversely affect our sales and operating results.

Axcelis’ products rely on an extensive global supply chain, and shortages of certain parts could impact our ability to meet customers’ shipment expectations, negatively affecting our revenues.

19 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.

23 unchanged sentences

The trading price of our common stock in the past has been significantly volatile, and we cannot accurately predict every potential risk that may materially and adversely affect our stock price.

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.

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