What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-02 compared with 2025-03-03 · 490 added, 581 removed, 852 unchanged (56% of the section changed)

2 unchanged sentences

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm ( Ernst & Young Hua Ming LLP , Shanghai, China , PCAOB ID# 1408 )

Report of Independent Registered Public Accounting Firm ( Armanino LLP , San Ramon, CA , PCAOB ID# 32 )

Report s of Independent Registered Public Accounting Firm ( Ernst & Young Hua Ming LLP , Shanghai, China , PCAOB ID# 1408 )

Consolidated Balance Sheets as of December 31, 202 5 and 202 4

Consolidated Statements of Comprehensive Income (Loss) for the Years ended December 31, 2024, 2023, and 2022

Consolidated Statements of Comprehensive Income for the Years ended December 31, 202 5 , 202 4 , and 202 3

Consolidated Statements of Changes in Stockholders’ Equity for the Years ended December 31, 202 5 , 202 4 , and 202 3

1 unchanged sentence

Notes to Consolidated Financial Statements

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Report of Independent Registered Public Accounting Firm

2 unchanged sentences

We have audited the accompanying consolidated balance sheets of ACM Research, Inc.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income, changes in stockholders' equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with U.S.

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 3, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report da ted March 2, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

13 unchanged sentences

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Revenue Recognition

Description of the Matter As described in Notes 2 to the consolidated financial statements, the Company recognizes revenue from tools and spare parts at a point in time, when the Company has satisfied its performance obligation.

Description of the Matter As described in Note 2 to the consolidated financial statements, the Company recognizes revenue from tools at a point in time, when the Company has satisfied its performance obligation.

For shipments made to a customer that has not previously accepted a specific type of tool (“first tools”), revenues are recognized when the tools are accepted by the customer.

For shipments made to a customer that have previously accepted a specific type of tool (“repeat shipments”), revenues are recognized upon shipment or delivery because the Company can objectively demonstrate that the tools meet all the required customer specifications.

Evaluating the sufficiency of audit evidence to validate whether the Company can objectively identify repeat shipments required auditor judgment and significant audit effort because the Company’s tools are highly customized for each customer.

Auditing the Company’s revenue recognition was challenging due to the substantial effort required to identify repeat shipments, and to evaluate the sufficiency of the audit evidence obtained.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s revenue process.

For example, we tested the controls over management’s review of the Company’s analysis to determine whether the repeat shipments identified have been previously accepted by the same customer.

To test whether the Company can objectively demonstrate that the highly customized tools are repeat shipments, our audit procedures, among others, included performing direct inquiries with the Company’s personnel from its sales and engineering department to understand the Company’s process of identifying repeat shipments and the quality control department to understand the quality control process.

We applied auditor judgment to determine the nature and extent of procedures to be performed by testing all the sales transactions identified as repeat shipments during the year.

Specifically for all repeat shipments, we inspected the quality control reports signed by the Company’s quality control department.

We also identified the similar tools previously sold to and accepted by the same customer by comparing the executed contracts or purchase orders of both tools, and inspected the acceptance confirmation from the customer of the previous tools to verify that the Company was able to objectively demonstrate that repeat shipments meet all the required customer specifications with its established history of customer acceptance.

We evaluated the overall sufficiency of audit evidence obtained by assessing the results of procedures performed over repeat shipments, including the appropriateness of the nature and extent of audit effort.

For example, we tested the control over the Company’s analysis to determine whether the repeat shipments identified have been previously accepted by the same customer.

To test the Company’s identification of repeat shipments, we performed audit procedures that included, among others, direct inquiries with personnel from the finance, sales and engineering departments to understand the Company’s identification process for repeat shipments.

We applied judgment to determine the nature and extent of audit procedures, and tested all sales transactions classified as repeat shipments during the year.

To evaluate the accuracy of the Company’s identification of repeat shipments, we inspected customer acceptance confirmations for similar tools previously sold to the same customer and cross compared the respective contracts with those of the repeat shipments.

We evaluated the sufficiency of the audit evidence gathered based on the results of the procedures performed over repeat shipments, including an assessment of the appropriateness of the nature and extent of audit effort.

/s/ Ernst & Young Hua Ming LLP

2 unchanged sentences

March 2, 2026

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Report of Independent Registered Public Accounting Firm

4 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income, changes in stockholders' equity and cash flows for the years then ended, and the related notes and our report dated March 3, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated March 2, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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March 2, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of ACM Research, Inc.

Opinion on the Consolidated Financial Statements

W e have audited the accompanying consolidated statements of comprehensive income (loss), of stockholders’ equity, and of cash flows of ACM Research, Inc.

(the "Company") for the year ended December 31, 2022, including the related notes (collectively, referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/Armanino LLP

We served as the Company’s auditor in 2022.

In 2023, we became the predecessor auditor.

San Ramon, California

March 1, 2023

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ACM RESEARCH, INC.

Consolidated Balance Sheets

(In thousands, except per share data)

(In thousands)

Current assets:

3 unchanged sentences

Short-term investments (note 12) 35,524 19,373

Account receivables, net (note 4) 387,045 283,186

Accounts receivable, net (note 4) 504,250 387,045

Other receivables 48,655 41,859

Inventories, net (note 5) 702,631 597,984

Advances to related party (note 15) 1,024 2,432

Prepaid expenses 7,507 20,023

Advances to related parties (note 13) 2,500 1,024

Prepaid expenses and other current assets 10,567 7,507

Total current assets 2,436,680 1,483,379

11 unchanged sentences

Current portion of long-term borrowings (note 10) 35,082 44,472

Related party accounts payable (note 15) 16,133 11,407

Related parties accounts payable (note 13) 32,060 16,133

Accounts payable 215,440 139,294

4 unchanged sentences

Other payables and accrued expenses (note 9) 150,396 121,657

Current portion of operating lease liabilities (note 10)

Current portion of operating lease liabilities 4,786 2,132

Total current liabilities 745,712 641,233

Long-term borrowings (note 10) 178,930 105,525

Long-term operating lease liabilities (note 10) 3,840 4,262

Other long-term liabilities (note 12)

Long-term operating lease liabilities 5,069 3,840

Other long-term liabilities 11,965 9,217

Total liabilities 941,676 759,815

13 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

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ACM RESEARCH, INC.

Consolidated Statements of Comprehensive Income (Loss)

(In thousands, except per share data)

Consolidated Statements of Comprehensive Income

(In thousands, except share and per share data)

Year Ended December 31,

14 unchanged sentences

Unrealized gain (loss) on short-term investments 17,455 973 ( 2,737 )

Other income (expense), net 6,334 ( 1,558 ) 3,315

Other (expense) income, net ( 9,832 ) 6,334 ( 1,558 )

Income from equity method investments 10,290 423 9,952

5 unchanged sentences

$ 94,078 $ 103,627 $ 77,349

Comprehensive income (loss):

Comprehensive income:

Net income $ 121,893 $ 131,269 $ 96,852

1 unchanged sentence

Unrealized gain on available-for-sale investments, net of tax 2,391 428 —

Comprehensive income (loss) 115,969 86,235 ( 8,538 )

Comprehensive income 157,619 115,969 86,235

Comprehensive income attributable to non-controlling interests 35,909 26,365 17,689

Comprehensive income (loss) attributable to ACM Research, Inc.

Comprehensive income attributable to ACM Research, Inc.

$ 121,710 $ 89,604 $ 68,546

6 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

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ACM RESEARCH, INC.

Consolidated Statement of Changes in Stockholders’ Equity

(In thousands, except per share data)

(In thousands, except share and per share data)

Stock Class A Common

5 unchanged sentences

Comprehensive

Income (Loss) Non-controlling

(Loss) Non-controlling

Interests Total Equity

Balance at December 31, 2022 54,655,286 $ 5 5,021,811 $ 1 $ 604,089 $ 94,426 $ 16,881 $ ( 40,546 ) $ 137,315 $ 812,171

Cumulative effect of change in accounting principle under ASC 326, net of tax — — — — — ( 1,769 ) — — — ( 1,769 )

Net income — — — — — 77,349 — — 19,503 96,852

3 unchanged sentences

Stock-based compensation — — — — 23,453 — — — 3,885 27,338

Conversion of Class B common stock to Class A common stock 66,003 - ( 66,003 ) - - - - - - —

ACM Shanghai dividends — — — — — — — — ( 3,951 ) ( 3,951 )

Balance at December 31, 2023 56,036,172 6 5,021,811 1 629,845 156,827 30,060 ( 49,349 ) 158,772 926,162

Cumulative effect of change in accounting principle under ASC326, net of tax - - - - - ( 1,769 ) - - — ( 1,769 )

Net income — — — — — 103,627 — — 27,642 131,269

4 unchanged sentences

ACM Shanghai dividends — — — — — — — ( 6,900 ) ( 6,900 )

Unrealized gain on available-for-sale investments — — — — — — — 350 78 428

Balance at December 31, 2024 57,938,885 6 5,021,811 1 677,476 260,000 30,514 ( 63,372 ) 191,281 1,095,906

1 unchanged sentence

Appropriation to statutory surplus reserves — — — — — ( 3,650 ) 3,650 — — —

Repurchase of ACM Shanghai's shares — — — — ( 4,759 ) — — — ( 2,229 ) ( 6,988 )

Issuance of shares by ACM Shanghai — — — — 390,170 — — 232,794 622,964

Foreign currency translation adjustment — — — — — — — 25,848 7,487 33,335

1 unchanged sentence

Stock-based compensation — — — — 27,847 — — — 5,730 33,577

Capital contribution by non-controlling shareholder — — — — — — — — 242 242

ACM Shanghai dividends — — — — — — — — ( 7,578 ) ( 7,578 )

2 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

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ACM RESEARCH, INC.

5 unchanged sentences

Net income $ 121,893 $ 131,269 $ 96,852

Adjustments to reconcile net income from operations to net cash used in operating activities

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Non-cash operating lease cost 4,544 3,815 3,580

Depreciation and amortization 16,328 9,967 8,092

Gain on disposals of property, plant and equipment 945 ( 2 ) ( 12 )

Realized gain on short-term investments ( 112 ) ( 1,788 ) ( 9,047 )

6 unchanged sentences

Dividends from unconsolidated affiliates 2,100 1,529 —

Others 1,309 945 ( 2 )

Net changes in operating assets and liabilities:

2 unchanged sentences

Inventories ( 108,218 ) ( 64,135 ) ( 164,027 )

Advances to related party (note 15) 1,408 890 ( 939 )

Prepaid expenses 11,911 ( 5,075 ) ( 3,695 )

Advances to related parties (note 13) ( 1,476 ) 1,408 890

Prepaid expenses and other current assets ( 2,587 ) 11,911 ( 5,075 )

Other long-term assets ( 947 ) — —

Related party accounts payable (note 15) 4,726 ( 3,061 ) 6,569

Related parties accounts payable (note 13) 15,927 4,726 ( 3,061 )

Accounts payable 67,854 1,440 42,343

6 unchanged sentences

Other long-term liabilities 2,748 3,344 ( 1,632 )

Net cash provided by (used in) operating activities 152,450 ( 75,323 ) ( 62,194 )

Net cash (used in) provided by operating activities ( 10,325 ) 152,450 ( 75,323 )

Cash flows from investing activities:

Purchase of property, plant and equipment ( 82,463 ) ( 61,876 ) ( 91,094 )

Purchase of property and equipment ( 56,283 ) ( 82,463 ) ( 61,876 )

Purchase of intangible assets ( 1,372 ) ( 3,485 ) ( 2,462 )

Purchase of short-term investments (note 14) ( 1,391 ) ( 18,356 ) —

Purchase of short-term investments — ( 1,391 ) ( 18,356 )

Purchase of time deposits ( 389,290 ) ( 74,730 ) ( 26,120 )

Proceeds from maturity of time deposits 166,549 79,600 —

Proceeds from redemption and maturity of time deposits 54,261 166,549 79,600

Refund of deposit for land use right 686 — —

Proceeds from sale of short-term investments (note 12) 2,147 8,434 21,735

Purchase of long-term investments (note 13) ( 24,873 ) ( 7,508 ) ( 5,279 )

Proceeds from disposal of long-term investments — — 8,242

Purchase of long-term investments ( 484 ) ( 24,873 ) ( 7,508 )

Net cash used in investing activities ( 390,335 ) ( 11,959 ) ( 6,745 )

4 unchanged sentences

Repayments of long-term borrowings ( 60,253 ) ( 9,582 ) ( 2,283 )

ACM Shanghai dividends ( 6,900 ) ( 3,951 ) —

Capital contribution by non-controlling shareholder 242 — —

Proceeds from exercise of stock options 34,767 11,099 6,138

Repurchase of ACM Shanghai's shares ( 6,988 ) — —

ACM Shanghai dividends ( 7,578 ) ( 6,900 ) ( 3,951 )

Proceeds from issuance of ACM Shanghai’s shares, net of issuance costs 622,964 — —

Net cash provided by financing activities 742,487 92,481 18,530

1 unchanged sentence

Net increase (decrease) in cash, cash equivalents and restricted cash 354,652 228,137 ( 65,278 )

Cash, cash equivalents and restricted cash at beginning of period 183,173 248,451 563,067

Cash, cash equivalents and restricted cash at end of period $ 411,310 $ 183,173 $ 248,451

Supplemental disclosure of cash flow information:

Interest paid, net of capitalized interest $ 4,151 $ 2,681 $ 1,655

Cash paid for income taxes $ 11,216 $ 26,103 $ 3,586

Prepayment for purchase of long-term investment $ 16,736 $ — $ —

Purchase of intangible assets included in other long-term assets $ 641 $ — $ —

Cash, cash equivalents and restricted cash at beginning of year 411,310 183,173 248,451

Cash, cash equivalents and restricted cash at end of year $ 765,962 $ 411,310 $ 183,173

Reconciliation of cash, cash equivalents and restricted cash in consolidated statements of cash flows:

2 unchanged sentences

Cash, cash equivalents and restricted cash $ 765,962 $ 411,310 $ 183,173

Supplemental disclosure of cash flow information:

Interest paid $ 6,955 $ 4,151 $ 2,681

Cash paid for income taxes 32,375 11,216 26,103

Prepayment for purchase of long-term investment — 16,736 —

Purchase of intangible assets included in other long-term assets — 641 —

Non-cash financing activities:

1 unchanged sentence

Non-cash investing activities:

Transfer from inventory to property, plant and equipment $ — $ 4,379 $ —

Transfer from property, plant and equipment to inventory $ 918 $ — $ —

Purchase property, plant and equipment through other payable and accrued expenses $ 29,126 $ 33,750 $ —

Purchase long-term investments through other payable and accrued expenses $ 4,729 $ — $ —

Transfer of prepayment for property to property, plant, and equipment 33 3,348 —

Transfer from inventories to property, plant and equipment 3,872 — 4,379

Transfer from other non-current assets to long term investment 16,737 — —

Purchases of property, plant and equipment through other payable and accrued expenses 25,010 29,126 33,750

Transfer from property, plant and equipment to inventory — 918 —

Purchase of long-term investments through other payable and accrued expenses — 4,729 —

The accompanying notes are an integral part of these consolidated financial statements.

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ACM RESEARCH, INC.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

(in thousands, except percents, share and per share data)

NOTE 1 – DESCRIPTION OF BUSINESS

ACM Research, Inc.

(“ACM” or “ACM Research”) and its subsidiaries (collectively with ACM, the “Company”) develop, manufacture and sell capital equipment to the global semiconductor industry.

(“ACM” or “ACM Research”) and its subsidiaries (collectively with ACM, the “Company”) develop, manufacture and sell capital equipment, or tools to the global semiconductor industry.

The Company has direct or indirect interests in the following subsidiaries:

8 unchanged sentences

ACM Research Korea CO., LTD.

Korea, December 2017 Sales, marketing, R&D, production 81.5 % 82.1 %

("ACM Korea") Republic of Korea ("South Korea"), December 2017 Sales, marketing, R&D, production 74.6 % 81.5 %

ACM Research (Lingang), Inc.

10 unchanged sentences

Sales and services 74.6 % 81.5 %

Hanguk ACM CO., LTD Korea, March 2022 Sales, services, business development 81.5 % 100.0 %

Hanguk ACM CO., LTD South Korea, March 2022 Sales, services, business development 100.0 % 100.0 %

Yusheng Micro Semiconductor (Shanghai) Co., Ltd.

3 unchanged sentences

ACM Research (Chengdu), Inc.

("ACM Chengdu") Mainland China, December 2024 Component development and production

("ACM Chengdu") Mainland China, December 2024 Sales and services 74.6 % 81.5 %

Shengyi Micro Semiconductor (Shanghai) Co., Ltd.

Mainland China, December 2024 Sales and services 69.3 % N/A

Mainland China, December 2024 Business development 63.4 % 69.3 %

(1) ACM Research (Lingang) Inc.

3 unchanged sentences

refer to the same entity.

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The Company’s consolidated financial statements include the accounts of ACM and its subsidiaries, including ACM Shanghai and its subsidiaries.

The Company’s consolidated financial statements include the accounts of ACM (ACM Research) and its subsidiaries, including ACM Shanghai and its subsidiaries.

ACM’s subsidiaries are those entities in which ACM, directly and indirectly, controls more than a majority of the voting power.

1 unchanged sentence

The consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”).

Certain reclassifications have been made to the amounts for prior years in order to conform to the current year’s presentation.

generally accepted accounting principles (“U.S.

Certain reclassifications have been made to the amounts for prior years to conform to the current year’s presentation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date and the reported revenues and expenses during the reported period in the consolidated financial statements and accompanying notes.

The Company’s significant accounting estimates and assumptions include, but are not limited to, those used for revenue recognition and deferred revenue, the valuation and recognition of fair value of certain long-term investments, stock-based compensation arrangements, realization of deferred tax assets, uncertain tax position, assessment for impairment of long-lived assets and long-term investments, allowance for credit losses, inventory valuation, useful lives of property, plant and equipment and useful lives of intangible assets.

The preparation of the consolidated financial statements in conformity with U.S GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date and the reported revenues and expenses during the reported period in the consolidated financial statements and accompanying notes.

The Company’s significant accounting estimates and assumptions include, but are not limited to, those used for revenue recognition and deferred revenue, stock-based compensation arrangements, uncertain tax positions, warranty liabilities, allowance for credit losses and inventory provision.

Management evaluates these estimates and assumptions on a regular basis.

7 unchanged sentences

China Hong Kong 421,104 255,853

Korea 516 3,934

South Korea 241 516

Singapore 67 67

Total $ 757,373 $ 407,445

The amounts in mainland China do not include short-term and long-term time deposits which in aggregate totaled $ 30,552 and $ 121,342 at December 31, 2024 and 2023, respectively.

Cash held in the U.S.

5 unchanged sentences

Other than these mainland China foreign exchange restrictions, ACM’s subsidiaries in mainland China are not subject to any mainland China restrictions and limitations on its ability to transfer funds to ACM Research or among our other subsidiaries.

However, cash held by ACM’s subsidiaries in mainland China does exceed applicable insurance limits and is subject to risk of loss, although no such losses have been experienced to date.

However, cash held by ACM’s subsidiaries in mainland China exceeds applicable insurance limits and is subject to risk of loss, although no such losses have been experienced to date.

ACM California periodically procures goods and services on behalf of ACM Shanghai.

For these transactions, ACM Shanghai makes cash payments to ACM California in accordance with applicable transfer pricing arrangements.

For the years ended December 31, 2024, 2023 and 2022 , cash payments from ACM Shanghai to ACM California for the procurement of goods and services were $ 21.3 million, $ 42.5 million and $ 30.2 million, respectively.

ACM California periodically borrows funds for working capital advances from its direct parent, CleanChip.

For the years ended December 31, 2025, 2024 and 2023 , cash payments from ACM Shanghai to ACM California for the procurement of goods and services were $ 13,683 , $ 21,285 , and $ 42,517 , respectively.

ACM California periodically

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borrows funds for working capital advances from its direct parent, CleanChip.

ACM California repays or renews these intercompany loans in accordance with their terms.

For sales through CleanChip and ACM Research, a certain amount of sales or advance payments from customer proceeds is repatriated back to ACM Shanghai, a subsidiary, in accordance with applicable transfer pricing arrangements in the ordinary course of business.

ACM Research provides services to certain customers located in the U.S., Europe and other regions outside of mainland China to support the evaluation of first tools and provide support for tools under warranty on behalf of ACM Shanghai.

For sales through CleanChip and ACM Research, a certain amount of sales or advance payments from customer proceeds is repatriated back to ACM Shanghai in accordance with applicable transfer pricing arrangements in the ordinary course of business.

ACM Research provides support for tools under warranty to certain customers located in the U.S., Europe and other regions outside of mainland China on behalf of ACM Shanghai.

For these transactions, ACM Shanghai makes cash payments to ACM Research in accordance with applicable transfer pricing arrangements.

For the years ended December 31, 2024, 2023 and 2022 , ACM Shanghai paid $ 28,480 , $ 19,200 , and nil in dividends to ACM Research, respectively.

Amounts held in Korea exceed the Korea Deposit Insurance Corporation (“KDIC”) insurance limits and are subject to risk of loss.

Cash held in Hong Kong exceeds the Hong Kong Deposit Insurance Corporation insurance limits, and the cash held in the United States exceeds the United States Deposit Insurance Corporation insurance limits and therefore, cash in these locations is subject to risk of loss.

No losses have been experienced to date.

There is no additional restriction for the transfer of cash from bank accounts in the U.S., Korea, Singapore and Hong Kong.

There are no additional restrictions for the transfer of cash from bank accounts in the U.S., South Korea, Singapore and Hong Kong.

For the years ended December 31, 2025, 2024 and 2023 , after deduction of withholding tax, ACM Shanghai paid $ 29,238 , $ 28,480 , and $ 19,200 in dividends to ACM Research, respectively.

For the years ended December 31, 2025, 2024 and 2023 , with the exception of sales and services-related transfer-pricing payments in the ordinary course of business, and dividends paid by ACM Shanghai to the stockholders of ACM Shanghai (including ACM Research), no transfers, or distributions have been made between ACM Research and its subsidiaries, including ACM Shanghai, or to holders of ACM Research Class A common stock.

Time Deposits

Time deposits are deposited with banks in mainland China with fixed terms and interest rates which cannot be withdrawn before maturity , and are presented as short-term deposits and long-term deposits in the consolidated financial statements

based on their expected time of collection .

Time deposits are denominated in Chinese Renminbi (“RMB”) and U.S.

dollars and deposited with banks in mainland China with fixed terms and interest rates which cannot be withdrawn before maturity , and are presented as short-term deposits and long-term deposits in the consolidated financial statements based on their expected time of collection .

They are also subject to the risk control regulatory standards described above upon maturity.

At December 31, 2024 and December 31, 2023, time deposits consisted of the following:

Deposit in China Merchant Bank which was redeemed on January 29, 2024 with an annual interest rate of 2.85 %

Deposit in Bank of Ningbo which was redeemed on February 17, 2024 with an annual interest rate of 2.85 %

Deposit in Shanghai Pudong Development Bank which was redeemed on June 20, 2024 with an annual interest rate of 3.10 %

Deposit in Shanghai Pudong Development Bank which was redeemed on May 28, 2024 with an annual interest rate of 3.10 %

Deposit in Shanghai Pudong Development Bank which was redeemed on March 7, 2024 with an annual interest rate of 3.10 %

Deposit in Shanghai Pudong Development Bank which was redeemed on March 22, 2024 with an annual interest rate of 3.10 %

Deposit in Shanghai Pudong Development Bank which was redeemed on January 29, 2024 with an annual interest rate of 3.10 %

Deposit in China Industrial Bank which matures on January 31, 2026 with an annual interest rate of 3.15 %

13,275 14,528

Deposit in China Everbright Bank which was redeemed on January 5, 2024 with an annual interest rate of 5.38 %

Deposit in China Everbright Bank which was redeemed on May 22, 2024 with an annual interest rate of 5.38 %

Deposit in China Everbright Bank which matures on January 9, 2025 with an annual interest rate of 5.214 %

Deposit in China Everbright Bank which matures on May 25, 2025 with an annual interest rate of 4.430 %

$ 30,552 $ 121,342

For th e years ended December 31, 2024, 2023 and 2022, interest income related to time deposits was $ 1,991 , $ 3,689 and $ 3,472 , respectively.

As of December 31, 2025 the Company had time deposits denominated in RMB of 341,463 and denominated in U.S.

dollars of $ 25,128 , respectively.

As of December 31, 2024, the Company had time deposits denominated in RMB of 13,275 and denominated in U.S.

Dollar of $ 17,277 , respectively.

Time deposits held as of December 31, 2025 had interest rates of 1.2 % to 3.75 % and mature between April and December 2026.

Restricted Cash

As of December 31, 2025 and 2024, all of the Company's restricted cash was held by financial institutions located in mainland China, Hong Kong and South Korea, and mainly represents cash secured to guarantee delivery of tools.

Accounts Receivable, Net

Prior to adoption of Accounting Standards Update, or ASU, 2016-13, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments (“ASC 326”), the Company reviews its accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances.

After adoption of ASC 326, as of January 1, 2023, the Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when the Company identifies specific customers with known disputes or collectability issues.

In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the accounts receivable balances, credit quality of the Company’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers.

At December 31, 2024, and 2023, the Company, based on a review of its outstanding balances and its customers, determined the allowance for credit losses were $ 18,347 and $ 4,830 , respectively.

In determining the amount of the allowance for credit losses, the Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when the Company identifies specific customers with known disputes or collectability issues.

The Company considers historical collectability based on past due status, the age of the accounts receivable balances, credit quality of the Company’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers.

Inventories, Net

Inventory consists of raw materials and related goods, work-in-progress, finished goods, and other consumable materials such as spare parts.

Inventory is recorded at the lower of cost or net realizable value.

The cost of inventory is principally

determined by the weighted average cost method for raw materials.

The Company assesses the recoverability of all inventories to determine if any adjustments are required for obsolete inventory or those with net realizable value lower than the cost.

Inventories consist of raw materials (including consumable supplies such as spare parts), work-in-process and finished goods.

Inventories are stated at the lower of cost or net realizable value (NRV).

Cost is primarily determined by using the weighted average cost method for raw materials, which make up the majority of the cost of work-in-process and finished goods.

At the end of each reporting period, the Company performs a recoverability assessment.

Inventory write-downs are recorded in cost of goods sold for excess, slow-moving or obsolete inventories, as well as for any inventories where the estimated NRV is less than cost.

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Property, Plant and Equipment, Net

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Electronic equipment 3 to 5 years

Manufacturing equipment for small to medium-sized equipment, 5 to 10 years;

for large equipment,

estimated by purchasing department at time of acceptance

Manufacturing equipment 5 to 10 years

Transportation equipment 4 to 5 years

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Upon retirement or sale of an asset, the cost of the asset and the related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is credited or charged to income.

Construction In Progress

Construction in progress primarily reflects costs incurred related to the construction of ACM Shanghai’s Lingang development and production center.

Intangible Assets, Net

Intangible assets consist of purchase software.

Assets are valued at cost at the time of acquisition and are amortized over their beneficial periods.

Impairment of Long-Lived Assets

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Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

When readily determinable, the Company uses the implicit rate at lease commencement in determining the present value of lease payments.

As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

The Company uses the

implicit rate when readily determinable.

The operating lease ROU asset also includes any lease payments made and excludes lease incentives.

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The Company has also elected the practical expedient for the short-term lease exemption for contracts with lease terms of 12 months or less.

Revenue Recognition

The Company derives revenue principally from the sale of semiconductor capital equipment.

The Company derives revenue principally from the sale of semiconductor capital equipment, or tools.

Revenue from contracts with customers is recognized using the following five steps pursuant ASC Topic 606, Revenue from Contracts with Customers :

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Determine the transaction price;

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Allocate the transaction price to the performance obligations in the contract;

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Identify the contract(s) with a customer.

The Company generally considers written documentation including, but not limited to, signed purchase orders, master agreements, and sales orders as contracts, provided it has approval and commitment from the customer, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collection is probable.

The Company generally considers approved sales contracts, provided it has approval and commitment from the customer, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collection is probable.

Collectability is assessed based on management’s assessment of the customer’s creditworthiness, historical payment experience, as well as other relevant factors.

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A good or service is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and the good or service is distinct in the context of the contract.

The Company’s performance obligations generally include sales of tools and spare parts.

In addition, customer contracts can contain provisions for installation, training, software updates, most-favored pricing for spare parts, and other items which have been deemed immaterial in the context of the contract.

The Company’s performance obligations include sales of tools and spare parts.

In addition, customer contracts can contain provisions for installation, training, and other items which have been deemed immaterial in the context of the contract.

Determine the transaction price.

The transaction price for the Company’s contracts with customers may include fixed and variable consideration.

The Company includes variable consideration in the transaction price to the extent that it is probable that a significant reversal of revenue will not occur in the future based on the Company’s historical experience with similar arrangements.

The transaction price for the Company’s contracts with customers generally does not include variable consideration.

Allocate the transaction price to the performance obligations in the contract.

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Recognize revenue when, or as, a performance obligation is satisfied .

The Company recognizes revenue from tools and spare parts at a point in time, when the Company has satisfied its performance obligation.

Th e Company recognizes revenue from tools at a point in time, when the Company has satisfied its performance obligation.

The Company’s sales arrangements do not include a general right of return.

For shipments made to a customer that has not previously accepted a specific type of tool (“first tools”), revenues are recognized when the tools are accepted by the customer.

For shipments made to a customer that has previously accepted a specific type of tool ("repeat shipment"), revenues are recognized upon shipment or delivery because the Company can objectively demonstrate that the tools meet all the required customer specifications.

For shipments made to a customer that have previously accepted a specific type of tool ("repeat shipment"), revenues are recognized upon shipment or delivery as the Company can objectively demonstrate that the tools meet all the required customer specifications.

Revenue from spare parts are recognized when the customer has received the parts.

The Company’s warranties provide assurance that its products will function as expected and in accordance with certain specifications.

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They are not separate performance obligations and are accounted for under FASB ASC Topic 460, Guarantees .

price prior to delivery and payments of the remaining transaction price after the tools are accepted by customers;

For sales of tools, payment terms and conditions vary by customer and are based on the billing schedule established in the Company’s contracts with customers, but the contract generally requires advanced payments for a portion of the transaction price prior to delivery and payment of the remaining transaction price after the tools are accepted by customers;

therefore, the Company has determined that its contracts do not include a significant financing component.

For sales of spare parts, the contract generally requires payment within 30 days after delivery.

For sales of spare parts, the contract generally requires payment within 30 days after receipt.

Contract liabilities include advances from customers and deferred revenue.

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Cost of Revenue

Cost of revenue primarily consists of:

direct materials, comprised principally of parts used in assembling equipment, together with crating and shipping costs;

direct labor, including salaries and other labor related expenses attributable to the Company’s manufacturing department;

Cost of revenue primarily consists of direct materials, comprised principally of parts used in assembling equipment, direct labor, including salaries and other labor related expenses attributable to the Company’s manufacturing department;

allocated overhead cost and inventory provision.

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Research and Development Costs

Research and development costs relating to the development of new products and processes, significant improvements and refinements to existing products or the process of supporting customer evaluations of tools, and the development of new tools for evaluation by customers during the product demonstration process, are expensed as incurred.

Borrowing Costs

Borrowing costs attributable directly to the acquisition, construction or production of qualifying assets that require a substantial period of time to be ready for their intended use or sale are capitalized as part of the cost of those assets.

Income earned on temporary investments of specific borrowings pending their expenditure on those assets is deducted from borrowing costs capitalized.

All other borrowing costs are recognized in interest expense in the consolidated statements of comprehensive income (loss) in the period in which they are incurred.

Research and development costs relating to the development of new products and processes, significant improvements to existing products to achieve new features and the development of new tools for evaluation by customers during the product demonstration process, are expensed as incurred.

The Company generally provides a standard assurance type warranty ranging from 12 to 36 months and covering replacement of its product during the warranty period.

The Company accounts for the estimated warranty costs at the time revenue is recognized.

Warranty obligations are affected by historical failure rates and associated replacement costs.

Utilizing historical warranty cost records, the Company calculates a rate of warranty expenses to revenue to determine the estimated warranty charge.

The Company updates these estimated charges on a regular basis.

Warranty obligations are estimated by historical failure rates and associated replacement costs.

Warranty obligations are included in other payables and accrued expenses in the consolidated balance sheets.

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Employee Benefit Expenses

The Company has a defined contribution 401(k) plan for eligible employees.

The Company has a defined contribution 401(k) plan for eligible employees in the U.S.

Eligible employees have the option to participate in the plan beginning on their date of hire.

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The Company’s mainland China subsidiaries are required to accrue for these benefits based on certain percentages of the qualified employees’ salaries, and are required to make contributions to the plans out of the amounts accrued.

The mainland China government is responsible for the medical benefits and the pension liability to be paid to these employees and the Company’s obligations are limited to the amounts contributed.

Company has no further payment obligations once the contributions have been paid.

The Company has no further payment obligations once the contributions have been paid.

Total contributions by the Company for such employee benefits were $ 20,496 , $ 15,312 , and $ 11,618 for the years ended December 31, 2025, 2024 and 2023, respectively.

Government Subsidies

ACM Shanghai has received several special government grants.

The government subsidies of operating nature with no further conditions to be met are recorded as other income in the consolidated statements of comprehensive income (loss) when received.

The government grants that contain certain operating conditions, and require a government due diligence process to confirm completion, are deferred and recorded as other long-term liabilities (note 12) when received, and are recognized in the consolidated statements of comprehensive income (loss) as follows:

ACM Shanghai has received several government grants.

The government subsidies of operating nature with no further conditions to be met are recorded as income in the consolidated statements of comprehensive income when received.

The government grants that contain certain operating conditions, and require a government due diligence process to confirm completion, are deferred and recorded as other long-term liabilities when received, and are recognized in the consolidated statements of comprehensive income as follows:

• Government subsidies relating to current expenses are recorded as reductions of those expenses in the periods in which the current expenses are recorded.

For the years ended December 31, 2024, 2023 and 2022, related government subsidies recognized as reductions of relevant expenses in the consolidated statements of comprehensive income (loss) were $ 462 , $ 1,740 and $ 1,201 , respectively.

For the years ended December 31, 2025, 2024 and 2023, related government subsidies recognized as reductions of relevant expenses in the consolidated statements of comprehensive income were $ 7,958 , $ 462 and $ 1,740 , respectively.

• Government subsidies related to depreciable assets are credited to income over the useful lives of the related assets for which the grant was received.

As of December 31, 2025 and 2024, all of the Company’s other long-term liabilities represent unearned government subsidies.

• Government subsidies related to VAT reduction are credited to income in the period received.

For the years ended December 31, 2024, 2023 and 2022, related government subsidies recognized as other income in the consolidated statements of comprehensive income (loss) w e re $ 2,018 , $ 533 , a nd $ 306 , respectively.

For the years ended December 31, 2025, 2024 and 2023, related government subsidies recognized as other income in the consolidated statements of comprehensive income w e re $ 1,388 , $ 2,018 , a nd $ 533 , respectively.

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Stock-based Compensation

ACM and ACM Shanghai grants stock options to employees and non-employee consultants and directors and accounts for those stock-based awards in accordance with FASB ASC Topic 718, Compensation – Stock Compensation.

Stock-based awards granted to employees and non-employee consultants and directors are measured at the fair value of the awards on the grant date and are recognized as expenses either (a) immediately on grant, if no vesting conditions are required or (b) using the graded vesting method, net of estimated forfeitures, over the requisite service period.

The fair value of stock options is determined using the Black-Scholes valuation model when there are service and performance condition attached or the Monte Carlo valuation model when there is market condition attached.

ACM and ACM Shanghai grant stock options to employees and non-employee consultants and directors and account for those stock-based awards in accordance with FASB ASC Topic 718, Compensation – Stock Compensation.

Stock-based awards granted to employees and non-employee consultants and directors are measured at the fair value of the awards on the grant date .

Forfeitures are estimated at the date of grant.

The fair value of stock options is determined using the Black-Scholes valuation model when there are service and performance conditions attached or the Monte Carlo valuation model when there is a market condition attached.

Stock-based compensation is charged to the category of operating expense corresponding to the service function of the employees and non-employee consultants and directors.

For awards granted with no vesting condition, compensation expenses are recognized immediately on the grant date.

The Company has elected to recognize share-based compensation on a straight-line basis for awards with graded vesting that vest based solely on a service condition.

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Interest and penalties related to unrecognized tax benefits are included within the provision for income tax.

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Basic and Diluted Net Income per Share of Common Stock

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Diluted $ 1.37 $ 1.53 $ 1.16

Basic and diluted net income per share of common stock is presented using the two-class method, which allocates undistributed earnings to common stock and any participating securities according to dividend rights and participation rights on a proportionate basis.

Basic and diluted net income per share of common stock are presented in accordance with ASC topic 260, Earnings per Share (“ASC 260”) using the two -class method, which allocates undistributed earnings to common stock and any participating securities according to dividend rights and participation rights on a proportionate basis.

Under the two -class method, basic net income per share of common stock is computed by dividing the sum of distributed and undistributed earnings attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period.

ACM did not have any participating securities outstanding during the three-year periods ended December 31, 2024.

Class A and Class B common stock are substantially identical in all material respects, except for voting rights.

Since ACM did not declare any dividends during the years ended December 31, 2024, 2023 and 2022, the net income per share of common stock attributable to each class is the same under the “two-class” method.

As such, the two classes of common stock have been presented on a combined basis in the consolidated statements of comprehensive income (loss) and in the above computation of net income per share of common stock.

Diluted net income per share of common stock reflects the potential dilution from securities, including stock options, that could share in ACM’s earnings.

Certain potential dilutive securities were excluded from the net income per share calculation because the impact would be anti-dilutive.

ACM did not have any participating securities outstanding during the years ended December 31, 2025, 2024, and 2023.

ACM Research is authorized to issue Class A and Class B common stock.

The two classes of common stock are substantially identical in all material respects, except for voting rights.

The net income per share of common stock attributable to each class is the same under the “ two -class” method.

As such, the two classes of common stock have been presented on a combined basis in the consolidated statements of comprehensive income and in the above computation of net income per share of common stock.

Diluted net income per share of common stock reflects the potential dilution from securities, such as stock options that could share in ACM Research’s earnings.

Certain potentially dilutive securities were excluded from the net income per share calculation because the impact would be anti-dilutive.

The number of potentially dilutive shares that were not included in the calculation of diluted net income per share in the periods presented where their inclusion would be anti-dilutive were 658,796 , 1,511,335 and 3,651,337 for the years ended December 31, 2025, 2024 and 2023, respectively.

Comprehensive Income (loss)

The Company applies FASB ASC Topic 220, Comprehensive Income , which establishes standards for the reporting and display of comprehensive income (loss), requiring its components to be reported in a financial statement with the same prominence as other financial statements.

The Company’s comprehensive income (loss) includes net income, foreign currency translation adjustments, and unrealized gain on investments in available-for-sale debt securities and is presented in the consolidated statements of comprehensive income (loss).

Comprehensive Income

The Company applies FASB ASC Topic 220, Comprehensive Income , which establishes standards for the reporting and display of comprehensive income, requiring its components to be reported in a financial statement with the same prominence as other financial statements.

The Company’s comprehensive income includes net income, foreign currency translation adjustments, and unrealized gain on investments in available-for-sale debt securities and is presented in the consolidated statements of comprehensive income.

Restricted Net Assets

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The results of operations reflected in the consolidated financial statements

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prepared in accordance with U.S.

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Under laws and regulations of mainland China, there are restrictions on the Company’s mainland China subsidiaries with respect to transferring certain of their net assets to the Company either in the form of dividends, loans, or advances.

Amounts of net assets restricted include paid-in capital and statutory surplus reserve of the Company’s mainland China subsidiaries totaling $ 686,874 as of December 31 2024.

Therefore, in accordance with Rules 504 and 4.08(e)(3) of Regulation S-X, the condensed parent company only financial statements as of December 31, 2024 and 2023, and for each of the three years in the period ended December 31, 2024 are disclosed in Note 21.

Amounts of net assets restricted include paid-in capital, additional paid-in capital, and statutory surplus reserve of the Company’s mainland China subsidiaries totaling $ 1,675,187 as of December 31, 2025.

Therefore, in accordance with Rules 504 and 4.08(e)(3) of Regulation S-X, the condensed parent company only financial statements as of December 31, 2025 and 2024, and for each of the three years ended December 31, 2025 are disclosed in note 20.

Furthermore, cash transfers from the Company’s mainland China subsidiaries to its subsidiaries outside of China are subject to mainland China government control of currency conversion.

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A noncontrolling interest is recognized to reflect the portion of subsidiaries’ equity which is not attributable, directly or indirectly, to ACM Research.

Consolidated net income on the consolidated statements of comprehensive income (loss) includes the net income attributable to noncontrolling interests.

Consolidated net income on the consolidated statements of comprehensive income includes the net income attributable to noncontrolling interests.

The cumulative results of operations attributable to noncontrolling interests are recorded as “noncontrolling interests” in the Company’s consolidated balance sheets.

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The Company periodically invests in equity and debt securities, and maintains an investment portfolio of various holdings, types, and maturities.

For equity investments that do not have a readily determinable fair value, the Company classified them as long-term investments, and records them using either:

For equity investments that do not have a readily determinable fair value, the Company classifies them as long-term investments, and records them using either:

1) the measurement alternative which measures the equity investments at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes;

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The equity method is utilized when the equity investments are common stock or in substance common stock, and the Company does not have the ability to control the investee but is deemed to have the ability to exercise significant influence over the investee’s operating or financial policies.

For equity investments that have a readily determinable fair value, the Company classified them as short-term investments, and records them at fair market value on a recurring basis based upon quoted market prices.

For equity investments that have a readily determinable fair value, the Company classifies them as short-term investments, and records them at fair market value on a recurring basis based upon quoted market prices.

Realized and unrealized gains and losses resulting from application of the measurement alternative, the impact of the application of the equity method to the Company’s equity investments, and recognition of

changes in fair market value, as applicable, are recognized as non-operating income (expenses), net in the consolidated statements of comprehensive income (loss).

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changes in fair market value, as applicable, are recognized as Other (expense) income, net in the consolidated statements of comprehensive income.

The Company recognized nil , nil , and $ 1,415 (upward adjustment) resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer for its long-term investments accounted for using measurement alternatives on the consolidated statements of comprehensive income for the years ended December 31, 2025, 2024, and 2023, respectively.

The Company did not recognize any unrealized losses (downward adjustments) resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer for its long-term investments accounted for using measurement alternatives during the years ended December 31, 2025, 2024, and 2023, respectively.

The Company’s investments in debt securities have been classified and accounted for as available-for-sale.

The Company classifies its debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date.

Unrealized gains and losses on debt securities classified as available-for-sale are recognized in accumulated other comprehensive income (loss) in the consolidated balance sheets.

Unrealized gains and losses on debt securities classified as available-for-sale are recognized in accumulated other comprehensive income in the consolidated balance sheets.

Fair Value Measurement

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Valuations based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities and based on non-binding, broker-provided price quotes and may not have been corroborated by observable market data.

The Company’s primary financial instruments include its cash, cash equivalents, short term and long term deposits, restricted cash, short-term and long-term investments, accounts receivable, other receivables, accounts payable, related party accounts payable , other payable, and short-term and long-term borrowings.

The estimated fair value of cash and cash equivalents, restricted cash, short-term time deposits, accounts receivable, other receivable, accounts payable, other payable, and short-term borrowings approximates their carrying value due to the short period of time to their maturities.

The Company’s financial instruments primarily include its cash, cash equivalents, restricted cash, short term and long term time deposits, short-term and long-term investments, other receivables, accounts receivable, accounts payable, and short-term and long-term borrowings.

The estimated fair value of cash and cash equivalents, restricted cash, short-term time deposits, accounts receivable, other receivables, accounts payable, and short-term borrowings approximate their respective carrying value due to the short period of time to their mat urities.

The carrying amounts of long-term time deposits approximate their fair values as the related interest rates currently offered by financial institutions for similar debt instruments of comparable maturities.

All transfers between fair value hierarchy levels are recognized by the Company at the end of each reporting period.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.

In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement in its entirety, requires judgment and considers factors specific to the investment.

The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risks associated with investment in those instruments.

In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value

measurement in its entirety, requires judgment and considers factors specific to the investment.

The inputs or methodology

used for valuing financial instruments are not necessarily an indication of the risks associated with investment in those instruments.

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Assets and liabilities measured at fair value on a recurring basis:

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Short-term investments 19,373 — — 19,373

$ 58,830 $ - $ - $ 58,830

The Company did not have any assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2024.

Assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2023 are as follows:

Quoted Prices

Liabilities (Level 1) Significant

Inputs (Level 2) Significant

Inputs (Level 3) Total

As of December 31, 2023

Investments accounted for using measurement alternative $ — $ — $ 10,378 $ 10,378

Available-for-sale debt securities — — 5,366 5,366

$ 70,340 $ — $ 5,366 $ 75,706

The Company recognized nil , $ 1,465 and nil (upward adjustments) resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer on the consolidated statements of comprehensive income (loss) for the years ended December 31, 2024, 2023, and 2022 , respectively.

The non-recurring fair value measurements to the carrying amount of equity investments accounted for using measurement alternative usually requires management to estimate a price adjustment for the different rights and obligations between a similar instrument of the same issuer with an observable price change in an orderly transaction and the investment held by the Company.

These non-recurring fair value measurements were measured by using the observable transaction price and other unobservable inputs (level 3) as of the observable transaction dates.

Refer to Note 11 for fair value information related to the Company’s outstanding long-term borrowings as of December 31, 2024 and December 31, 2023 .

The Company did not have any assets and liabilities measured at fair value on a non-recurring basis a s of December 31, 2025 and 2024.

Refer to note 10 for fair value information related to the Company’s outstanding long-term borrowings as of December 31, 2025 and 2024 .

Operating and Financial Risks

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents, time deposits, and accounts receivable.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents, restricted cash, time deposits, and accounts receivable.

The Company deposits and invests its cash with financial institutions that management believes are creditworthy.

The Company is potentially subject to concentrations of credit risks in its accounts receivable and revenue.

For the years ended December 31, 2024, 2023 and 2022, four customers accounted for 52.2 %, three customers accounted for 45.5 % of revenue, and three customers accounted for 43.8 % of revenue, respectively.

The Company is potentially subject to concentrations of credit risks in its revenue and accounts receivable.

• Revenue concentration.

During 2025, four customers accounted for approximately 17 %, 14 %, 12 % and 10 % of the Company's revenue, respectively, and in aggregate 52 %.

During 2024, four customers accounted for approximately 15 %, 14 %, 12 %, and 12 % of the Company's revenue, respectively, and in aggregate 52 %.

During 2023, three customers accounted for approximately 17 %, 15 % and 13 % of the Company's revenue, respectively, and in aggregate 46 %.

• Accounts receivable concentration .

As of December 31, 2025 and 2024, four customers accounted for 62 % and four customers accounted for 57 %, respectively, of the Company’s accounts receivables.

The Company believes that the receivable balances from these largest customers do not represent a significant credit risk based on past collection experience.

The Company believes that the accounts receivable balances due from these customers do not represent a significant credit risk based on past collection experience.

Interest Rate Risk

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The Company is exposed to interest rate risk related to its long-term borrowings (note 10), and as certain long-term borrowings carry a fixed interest rate, the Company may be exposed to the fair value interest rate risk.

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Liquidity Risk

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The Company’s consolidated financial statements are presented in U.S.

dollars, which is the Company’s reporting currency, while the functional currency of ACM’s subsidiaries in mainland China and Korea are the Chinese Renminbi (“RMB”), and the Korean Won, respectively.

Changes in the relative values of U.S.

dollars and RMB affect the Company’s reported levels of revenues and profitability as the results of its operations are translated from RMB into U.S.

dollars, which is the Company’s reporting currency, while the functional currency of ACM’s subsidiaries in mainland China and South Korea are the RMB, and the Korean Won, respectively.

Changes in the relative values of the U.S.

dollar, RMB,and Korean Won affect the Company’s reported levels of revenues and profitability as the results of its operations are translated from RMB and Korean Won into U.S.

dollars for reporting purposes.

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The ending balances of the Company’s foreign currency accounts are converted into functional currency using the rate of exchange prevailing at the end of each reporting period.

Net gains and losses resulting from foreign exchange fluctuations as marked to market at year-end are included in the consolidated statements of comprehensive income (loss).

Net gains and losses resulting from foreign exchange fluctuations as marked to market at year-end are included in the consolidated statements of comprehensive income.

In accordance with FASB ASC Topic 830, Foreign Currency Matters , the Company translates assets and liabilities into U.S.

dollars from RMB or Korean Won using the rate of exchange prevailing at the applicable balance sheet date and the consolidated statements of comprehensive income (loss) and consolidated statements of cash flows are translated at an

average rate during the reporting period.

Adjustments resulting from the translation are recorded in stockholders’ equity as part of accumulated other comprehensive income (loss).

dollars from RMB or Korean Won using the rate of exchange prevailing at the applicable balance sheet date and the consolidated statements of comprehensive income and consolidated statements of cash flows are translated at an average rate during the reporting period.

Adjustments resulting from the translation are recorded in stockholders’ equity as part of accumulated other comprehensive income.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU No.

2023-07, Improvements to Reportable Segment Disclosures .

This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss.

This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.

The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements.

Early adoption is also permitted.

The Company adopted ASU 2023-07 in the fourth quarter of 2024, and the adoption did not have a material impact on the Company’s financial position, results of operations and cash flows.

Recently issued accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU No.

In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU No.

2023-09, Improvements to Income Tax Disclosures (Topic 740) .

The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid.

The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024.

Retrospective application is permitted.

Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance.

The Company is currently evaluating the provisions of this ASU.

The Company adopted ASU No.

2023-09 as of December 31, 2025 on a prospective basis.

The adoption did not have a material impact on the Company’s financial position, results of operations and cash flows.

Recently issued accounting pronouncements not yet adopted

In December 2024, the FASB issued ASU 2024-03:

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The Company is currently evaluating the provisions of this ASU.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides entities with a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset in developing reasonable

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and supportable forecasts as part of estimating expected credit losses.

ASU 2025-05 is effective for public companies for annual periods beginning after December 15, 2025.

Early adoption is permitted.

The Company is currently in the process of evaluating the disclosure impact.

In December 2025, the FASB issued ASU 2025-10 – Government Grants which establishes guidance on the recognition, measurement, and presentation of government grants received by business entities.

The new guidance leverages the principles in the accounting framework for government assistance in International Accounting Standard 20 "Accounting for Government Grants and Disclosure of Government Assistance".

This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2028 and interim reporting periods within those annual periods.

This ASU may be applied prospectively or retrospectively to any or all periods presented in the Company’s consolidated financial statements.

Early adoption of this ASU is permitted.

The Company is currently evaluating the impact that the adoption of this ASU may have on its consolidated financial statements.

NOTE 3 – REVENUE FROM CONTRACTS WITH CUSTOMERS

7 unchanged sentences

Total revenue by product category $ 901,309 $ 782,118 $ 557,723

Year Ended December 31,

2024 2023 2022

Mainland China $ 775,752 $ 540,969 $ 377,752

Other regions 6,366 16,754 11,080

$ 782,118 $ 557,723 $ 388,832

Below are the accounts receivables and contract liabilities balances as of:

2024 December 31,

Accounts receivable $ 387,045 $ 283,186

For the years ended December 31, 2025 and 2024, substantially all revenue was derived from customers in mainland China, and therefore, no geographical segment information is presented.

Contract liabilities balances were as follows as of:

Advances from customers $ 187,809 $ 243,949

Deferred revenue 17,388 8,537

During the year ended December 31, 2024, advances from customers increased by $ 62,581 primarily due to a net increase of payments made by customers for first tools under evaluation.

Total contract liabilities $ 205,197 $ 252,486

During the year ended December 31, 2025, advances from customers decreased by $ 56,140 primarily due to more revenue recognized upon acceptance of first tools by customers than the payments made by customers for first tools.

Below are revenues recognized from amounts included in contract liabilities at the beginning of the year:

2 unchanged sentences

Revenue recognized from amounts included in contract liabilities at the beginning of the year $ 153,858 $ 124,069 $ 124,069 $ 97,370

Table of C ontents

NOTE 4 – ACCOUNTS RECEIVABLE, NET

At December 31, 2024 and 2023, accounts receivable, net consisted of the following:

Accounts receivable, net consisted of the following:

Accounts receivable $ 537,095 $ 405,392

1 unchanged sentence

Total $ 504,250 $ 387,045

The $ 103,859 increase in accounts receivable, net for the year ended December 31, 2024 corresponds to a $ 224,395 increase in revenue for the same period.

Allowance for credit losses, before tax, at beginning of the year

Allowance for credit losses, at beginning of the year

$ ( 18,347 ) $ ( 4,830 )

Cumulative effect of change in accounting principle under ASC 326, before tax, as of January 1, 2023

Provision for credit loss ( 14,498 ) ( 13,517 )

Allowance for credit losses, before tax, at the end of the year

Allowance for credit losses, at the end of the year

$ ( 32,845 ) $ ( 18,347 )

The Company assesses collectability by reviewing accounts receivable on a general basis where similar characteristics exist and on an individual basis when the Company identifies specific customers with known disputes or collectability issues.

NOTE 5 – INVENTORIES, NET

At December 31, 2024 and 2023, inventories, net consisted of the following:

Inventories, net consisted of the following:

Raw materials $ 349,663 $ 224,086

2 unchanged sentences

Total inventories, net $ 702,631 $ 597,984

At December 31, 2024 and December 31, 2023, the value of finished goods inventory, which is comprised of first-tools at customer physical locations, for which customers were contractually obligated to take ownership upon acceptance, totaled $ 206,018 and $ 123,390 , respectively.

The $ 11,646 decrease in raw materials and work-in-process inventory at December 31, 2024 compared to December 31, 2023 was due in part to an increased focus on cash efficiency despite a higher level of expected total shipments for the next 12-months.

The $ 64,236 increase in finished goods inventory at December 31, 2024 compared to December 31, 2023 reflects a higher value of first-tools under evaluation by existing or prospective customers, partly offset by a lower value of completed tools at the Company's facilities.

The Company’s products each require a certain degree of customization, and the substantial majority of the work-in-process inventory and finished goods inventory is built to meet a specific customer order for repeat shipment or first tool delivery.

At the end of each period, the Company assesses the status of each item in work-in-process and finished goods inventory.

The Company recognizes a loss or impairment if in management’s judgement the inventory cannot be sold or used for production, if it has been damaged or should be considered as obsolete, or if the net realizable value is lower than the cost.

At the end of each period, the Company also assesses the status of its raw materials.

The Company recognizes a loss or impairment for any raw materials aged more than three years .

The three-year aging is based on the Company’s assessment of technology change, its requirement to maintain stock and other factors.

For raw materials aged less than three years of age, the Company recognizes a specific loss or impairment if the Company determines the item does not have future use or is otherwise impaired.

During the years ended December 31, 2024, 2023, and 2022, provision for i n ventory of $ 3,100 , $ 575 , and $ 2,248 were recognized in cost of revenue, respectively.

At December 31, 2025 and 2024, the value of finished goods comprised of first-tools located at customer sites for which customers are contractually obligated to take ownership upon acceptance, was $ 145,506 and $ 206,018 , respectively.

The year over year net increase in raw materials was based on the Company's production plans and strategic purchases to mitigate supply chain risk and shipment.

During the years ended December 31, 2025, 2024, and 2023, the provisions for inventory recognized in cost of revenue were $ 15,485 , $ 2,796 , and $ 575 , respectively.

Table of C ontents

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT, NET

At December 31, 2024 and 2023, property, plant and equipment consisted of the following:

Property, plant and equipment consisted of the following:

Buildings and plants $ 229,731 $ 139,311

Land 2,099 2,099

Manufacturing equipment 70,680 37,038

Office equipment 5,815 4,953

Computer and office equipment 9,339 5,815

Transportation equipment 693 396

Leasehold improvement 11,579 7,889

Total cost 196,238 112,911

Total accumulated depreciation and amortization ( 24,882 ) ( 17,503 )

Leasehold improvements 12,656 11,579

Construction in progress 28,396 97,916

Total cost 353,594 294,154

Total accumulated depreciation ( 38,764 ) ( 24,882 )

Total property, plant and equipment, net $ 314,830 $ 269,272

Depreciation expense was $ 14,405 , $ 6,573 , and $ 6,912 for the years ended December 31, 2025, 2024, and 2023, respectively.

At December 31, 2024, buildings and plants comprised of $ 34,740 for Lingang housing property, $ 49,693 for Lingang development and production center, $ 49,221 for ACM Shanghai's corporate headquarters, and $ 7,756 for ACM's Oregon facilities, as compared to $ 35,264 , nil, $ 47,845 , and nil , respectively, at December 31, 2023.

The Lingang housing property is pledged as security for loans from China Merchants Bank (Note 11).

Construction in progress primarily reflects costs incurred for certain facilities related to the construction of ACM Shanghai’s Lingang development and production center .

As of December 31, 2025, building and plants includes $ 35,539 for the Lingang housing property which is pledged as security for loans from the China Merchants Bank (note 10).

Construction in progress primarily reflects costs incurred for certain facilities located in ACM Shanghai's Lingang Development and Production Center.

NOTE 7 – OTHER LONG-TERM ASSETS

At December 31, 2024 and 2023, other long-term assets consisted of the following:

Prepayment for property, plant and equipment $ 32 $ 3,380

Lease deposit 950 834

Security deposit for land use right 686 696

Other long-term assets consisted of the following:

Prepayment for investment in Ninebell $ — $ 16,737

2 unchanged sentences

NOTE 8 – SHORT-TERM BORROWINGS

At December 31, 2024 and December 31, 2023, short-term borrowings consisted of the following:

Line of credit up to RMB ¥ 150,000 from China Everbright Bank,

1)due on August 29, 2024 with an annual interest rate of 3.00 %.

Line of credit up to RMB ¥ 40,000 from Bank of China,

1)due on September 7, 2024 with an annual interest rate of 2.87 %.

2)due on March 20, 2025 with an annual interest rate of 2.75 %.

3)due on September 23, 2025 with an annual interest rate of 2.50 %.

Line of credit up to RMB ¥ 200,000 from China Merchants Bank,

1)due on August 7, 2024 with an annual interest rate of 3.00 %.

2)due on August 8, 2024 with an annual interest rate of 3.00 %.

3)due on August 9, 2024 with an annual interest rate of 3.00 %.

4)due on August 14, 2024 with an annual interest rate of 3.00 %.

5)due on August 17, 2024 with an annual interest rate of 3.00 %.

6)due on August 20, 2024 with an annual interest rate of 3.00 %.

7)due on August 21, 2024 with an annual interest rate of 3.00 %.

8)due on August 22, 2024 with an annual interest rate of 3.00 %.

9)due on August 24, 2024 with an annual interest rate of 3.00 %.

10)due on August 27, 2024 with an annual interest rate of 3.00 %.

11)due on August 29, 2024 with an annual interest rate of 3.00 %.

12)due on August 30, 2024 with an annual interest rate of 3.00 %.

13)due on September 3, 2024 with an annual interest rate of 3.00 %.

14)due on September 5, 2024 with an annual interest rate of 3.00 %.

15)due on September 6, 2024 with an annual interest rate of 3.00 %.

16)due on September 10, 2024 with an annual interest rate of 3.00 %.

17)due on September 12, 2024 with an annual interest rate of 3.00 %.

18)due on February 27, 2025 with an annual interest rate of 2.60 %.

19)due on February 28, 2025 with an annual interest rate of 2.60 %.

20)due on March 1, 2025 with an annual interest rate of 2.60 %.

21)due on March 5, 2025 with an annual interest rate of 2.60 %.

22)due on March 8, 2025 with an annual interest rate of 2.60 %.

23)due on August 27, 2025 with an annual interest rate of 2.60 %.

24)due on September 12, 2025 with an annual interest rate of 2.60 %.

Line of credit up to KRW ₩ 500,000 from Industrial Bank of Korea,

1)due on July 12, 2024 with an annual interest rate of 6.03 %.

Line of credit up to KRW ₩ 2,000,000 from Industrial Bank of Korea,

1)due on December 15, 2024 with an annual interest rate of 4.27 %.

2)due on December 16, 2025 with an annual interest rate of 4.43 %.

Total $ 32,814 $ 31,335

For the years ended December 31, 2024, 2023 and 2022, interest expense related to short-term borrowings amounted to $ 1,218 , $ 1,581 , and $ 810 , respectively.

Short-term borrowings as of December 31, 2025 and 2024 amounted to $ 74,041 and $ 32,814 , respectively, which consisted of RMB denominated borrowings made by the Company’s subsidiaries from financial institutions in mainland China and were repayable within one year.

As of December 31, 2025 and 2024, the weighted average interest rates for the outstanding borrowings were 2.48 % and 2.82 %, respectively.

As of December 31, 2025, the Company was in compliance with the applicable covenants.

The Company's short-term borrowings of $ 14,239 from Bank of China have certain covenants which require ACM Shanghai’s year-end outstanding interest-bearing debt not to exceed five times of its annual EBITDA, and to comply with other non-financial covenants;

otherwise, Bank of China has the right to suspend the facility, or request ACM Shanghai to accelerate repayment or provide credit enhancement.

Table of C ontents

NOTE 9 – OTHER PAYABLES AND ACCRUED EXPENSES

3 unchanged sentences

Accrued payroll 24,830 21,677

Accrued professional fees 896 696

Accrued machine testing fees 1,082 1,762

Accrued machine sales fees 13,341 8,840

Individual income tax payable 11,975 12,156

Accrued Lingang construction fees 24,258 28,103

Payments for investments 4,729 —

Individual income tax payable 19,552 11,975

Payable for investments 4,838 4,729

Others 17,542 13,443

Total $ 150,396 $ 121,657

NOTE 10 – LEASES

The Company leases space under non-cancelable operating leases for several office and manufacturing locations.

These leases do not have significant rent escalation holidays, concessions, leasehold improvement incentives, or other build-out clauses.

Further, the leases do not contain contingent rent provisions.

Most leases include one or more options to renew.

The Company regularly evaluates the renewal options, and when they are reasonably certain of exercise, the Company includes the renewal period in its lease term.

The Company’s leases also include a right to use state-owned land in mainland China with lease terms of 50 years expiring in 2070, for which an upfront lump-sum payment was made during the year ended December 31, 2022.

The components of lease expense were as follows:

Year Ended December 31,

2024 2023 2022

Operating lease cost $ 3,815 $ 3,580 $ 2,816

Short-term lease cost 1,790 923 786

Lease cost $ 5,605 $ 4,503 $ 3,602

Supplemental cash flow information related to operating leases was as follows for the years ended December 31, 2024, 2023, and 2022:

Year Ended December 31,

2024 2023 2022

Operating cash outflow from operating leases $ 3,647 $ 3,580 $ 2,816

Operating lease right-of-use assets obtained in exchange for new operating lease liabilities $ 1,781 $ 8,195 $ 1,054

Maturities of lease liabilities for all operating leases were as follows as of December 31, 2024:

December 31, 2024

2028 and thereafter 1,118

Total lease payments $ 6,563

Interest ( 591 )

Present value of lease liabilities $ 5,972

The weighted average remaining lease terms and discount rates for all operating leases, excluding land-use right, were as follows as of December 31, 2024 and 2023:

Remaining lease term and discount rate:

Weighted average remaining lease term (years) 3.57 3.44

Weighted average discount rate 3.58 % 3.91 %

NOTE 10 – LONG-TERM BORROWINGS

6 unchanged sentences

Loan from China Everbright Bank 56,807 55,549

Loan from Industrial and Commercial Bank of China 42,576 —

Total borrowings 214,012 149,997

Current portion ( 35,082 ) ( 44,472 )

Total long-term borrowings, net of current portion

$ 178,930 $ 105,525

China Merchants Bank

The loan from China Merchants Bank is for the purpose of purchasing property in Lingang, Shanghai.

The loan is repayable in 120 installments with the last installment due in November 2030, with an annual interest rat e of 3.65 %.

Th e loan is pledged by the property of ACM Lingang and guaranteed by ACM Shanghai.

The loan is repayable in 120 installments with the last installment due in November 2030, with an annual interest rate of 2.95 %.

As of December 31, 2025, the loan is pledged by the property of ACM Lingang and guaranteed by ACM Shanghai.

Agricultural Bank of China

The loan from Agricultural Bank of China is for the purpose of purchasing housing property in Lingang, Shanghai.

The loan is repayable in 8 installments with the last installment due in April 2034, with an annual interest rate of 2.53 %- 2.78 %.

Two loans from Bank of China are for the purpose of funding ACM Shanghai project expenditures.

The first loan from Bank of China is for the purpose of funding ACM Shanghai's general corporate expenses and working capital.

Principal repayments shall be made in 18 installments beginning November 2025, with final maturity in April 2034 with an annual interest rate of 2.43 %- 2.78 %.

Bank of China

The first loan from Bank of China is for the purpose of funding ACM Shanghai's general corporate operations and working capital.

The loan bears interest at an annual rate of 2.62 % and is payable in 6 installments, with the last installment due in June 2027.

The second loan from Bank of China is for the purpose of funding ACM Shanghai project expenditures.

The loan bears interest at an annual rate of 2.52 % and are repayable in 6 installments, with the last installment due in August 2027.

The loan from Bank of Shanghai is for the purpose of funding ACM Shanghai project expenditures.

The loan bears interest mainly based on the one-year People’s Bank of China (“PBOC”) benchmark interest rate of 3.45 % and a predetermined margin of - 0.60 basis points, resulting in an interest rate of 2.85 %, and will be fully repaid in April 2025.

The first loan from China CITIC Bank is for the purpose of funding ACM Shanghai project expenditures.

The loan bears interest at an annual rate of 3.10 % and are repayable in 4 installments, with the last installment due in August 2025.

The second loan from China CITIC bank is for the purpose of funding ACM's general corporate operation and working capital.

The loan bears interest at an annual rate of 3.40 % payable quarterly, and the principal amount is repayable in 4 installments, with the last installment due in December 2027.

Th e loans from China Everbright Bank are for the purpose of funding ACM Shanghai's general corporate operation and working capital.

The first loan bears interest mainly based on the one-year PBOC benchmark interest rate of 3.95 % and a predetermined margin of - 1.35 basis points, resulting in an interest rate of 2.60 %, and is payable in 6 installments, with the last installment due in June 2027.

The second loan bears interest mainly based on the one-year PBOC benchmark interest rate of 3.35 % and a predetermined margin of - 0.75 basis points, resulting in an interest rate of 2.60 %, and is payable in 3 installments, with the last installment due in March 2026.

The third loan bears interest mainly based on the one-year PBOC benchmark interest rate of 3.10 % and a predetermined margin of - 0.50 basis points, resulting in an interest rate of 2.60 %, and is payable in 3 installments, with the last installment due in April 2026.

As of December 31, 2024 and December 31, 2023, the total carrying amount of long-term loans was $ 149,997 and $ 60,735 , compared with an estimated fair value of $ 141,264 and $ 56,638 , respectively.

Table of C ontents

loan bears interest at an annual rate of 2.52 % and is payable in 6 installments, with the last installment due in August 2027.

The third loan from Bank of China is for the purpose of funding ACM Shanghai's general corporate operations and working capital.

The loan interest at an annual rate of 2.35 % and is repayable in 6 installments, with the last installment due in June 2028.

Certain covenants for the banking facility require ACM Shanghai’s year-end outstanding interest-bearing debt not to exceed five times its annual EBITDA, and to comply with other non-financial covenants, or Bank of China has the right to suspend the facility, or request ACM Shanghai to accelerate repayment or provide credit enhancement.

As of December 31, 2025, the Company was in compliance with the applicable covenants.

China CITIC Bank

The loan from China CITIC bank is for the purpose of general corporate operations.

Principal repayments shall be made in 6 installments beginning January 2025, with final maturity in January 2028.The loan bears interest at an annual rate of 3.60 %.

China Everbright Bank

The loans from China Everbright Bank are for the purpose of funding ACM Shanghai's general corporate operations and working capital.

The first loan bears interest at annual rate of 2.15 %, and is payable in 6 installments, with the last installment due in June 2027.

The second loan bears interest at annual rate of 2.25 %, and is payable in 3 installments, with the last installment due in March 2026.

The third loan bears interest at annual rate of 2.5 %, and is payable in 3 installments, with the last installment due in April 2026.

The fourth loan bears interest at annual rate of 2.25 % and is payable in 6 installments, with the last installment due in September 2027.

Industrial and Commercial Bank of China

In November 2024, ACM Shanghai entered into a long-term loan facility of $ 42,690 from Industrial and Commercial Bank of China for the purpose of funding its working capital and drew down the full amount.

Principal repayment shall be made in 6 installments beginning May 2025, with final maturity in November 2027.

The loan bears interest at an annual rate of 2.25 %.

Additional Long-term Borrowings Disclosures

As of December 31, 2025 and 2024, the total carrying amount of long-term loans was $ 214,012 and $ 149,997 , compared with an estimated fair value of $ 202,706 and $ 141,264 , respectively.

The fair value of the long-term loans is estimated by discounting cash flows using interest rates currently available for debts with similar terms and maturities (Level 2 fair value measurement).

3 unchanged sentences

2026 $ 35,082

Thereafter 5,934

For the years ended December 31, 2024, 2023, and 2022 respectively, $ 2,933 , $ 1,100 and $ 845 of interest expense related to long-term borrowings was incurred.

NOTE 12 – O THER LONG-TERM LIABILITIES

Other long-term liabilities represent government subsidies received from mainland China governmental authorities for development and commercialization of certain technology but not yet recognized (note 2).

As of December 31, 2024 and 2023, other long-term liabilities consisted of the following unearned government subsidies:

Subsidies commenced in 2020 and prior $ 699 $ 1,107

Subsidies to Lingang R&D development in 2021 7,350 3,467

Other 1,168 1,299

Total $ 9,217 $ 5,873

As of December 31, 2025, the aggregate amount of unused lines of credit for short-term and long-term loans was $ 85,777 .

Table of C ontents

NOTE 11– LONG-TERM INVESTMENTS

On September 6, 2017, ACM and Ninebell Co., Ltd.

(“Ninebell”), a Korean company that is one of the Company’s principal material suppliers, entered into an ordinary share purchase agreement, effective as of September 11, 2017,

pursuant to which Ninebell issued to ACM ordinary shares representing 20 % of Ninebell’s post-closing equity for a purchase price of $ 1,200 , and a common stock purchase agreement, effective as of September 11, 2017, pursuant to which ACM issued 400,002 shares of Class A common stock to Ninebell for a purchase price of $ 1,000 at $ 2.50 per share.

The investment in Ninebell is accounted for under the equity method.

On June 27, 2019, ACM Shanghai and Shengyi Semiconductor Technology Co., Ltd.

(“Shengyi”), a company based in Wuxi, China that is one of the Company’s component suppliers, entered into an agreement pursuant to which Shengyi issued to ACM Shanghai shares representing 14 % of Shengyi’s post-closing equity for a purchase price of $ 109 .

The investment in Shengyi is accounted for under the equity method.

In September 2023, the Company invested additional RMB 6,100 ($ 900 ) to Shengyi.

As the additional investment is not in substance common stock, the Company measures the additional investment in Shengyi at measurement alternative.

On September 5, 2019, ACM Shanghai entered into a Partnership Agreement with six other investors, as limited partners, and Beijing Shixi Qingliu Investment Co., Ltd., as general partner and manager, with respect to the formation of Hefei Shixi Chanheng Integrated Circuit Industry Venture Capital Fund Partnership (LP), a Chinese limited partnership based in Hefei, China.

Pursuant to such Partnership Agreement, on September 30, 2019, ACM Shanghai invested RMB 30,000 ($ 4,200 ), which represented 10 % of the partnership’s total subscribed capital.

The investment in Hefei Shixi Chanheng Integrated Circuit Industry Venture Capital Fund Partnership (LP) is accounted for under the equity method in accordance with ASC 323-30-S99-1.

On October 29, 2021, ACM Shanghai and Waferworks (Shanghai) Co., Ltd, or Waferworks, a company based in Shanghai, China, and one of the Company’s customers, entered into an agreement pursuant to which Waferworks issued to ACM Shanghai shares representing 0.25 % of Waferworks’ post-closing equity for a purchase price of $ 1,568 .

As the investment is not in substance common stock and there is no readily determinable fair value, the Company measures the investment in Waferworks at measurement alternative.

On August 17, 2022, ACM Singapore and Wooil Flucon Co., Ltd.

(“Wooil”), a company based in Korea and a potential component supplier to the Company, entered into an agreement pursuant to which Wooil, on September 1, 2022, issued to ACM Singapore shares representing 20 % of Wooil’s post-closing equity for a purchase price of $ 1,000 .

The investment in Wooil is accounted for under the equity method.

On September 25, 2023, ACM Sh anghai entered into a partnership agreement with Company A to invest RMB 30,000 ($ 4,230 ), which represented 4.37 % of the partnership's total subscribed capital.

Since there is no readily determinable fair value, the Company measures the investments at measurement alternative.

On November 1, 2023, ACM Shanghai entered into a partnership agreement with Company B to invest RMB 6,600 ($ 930 ), which represented 1.19 % of the partnership's total subscribed capital.

Since there is no readily determinable fair value, the Company measures the investments at measurement alternative.

As of December 31, 2024, Company B issued additional shares to investors and ACM Shanghai’s ownership declined to 1.19 %.

On January 12, 2024, ACM Shanghai entered into an investment agreement with Company C to invest RMB 12,500 ($ 1,760 ), which represented 5.04 % of the Company C's total equity interest.

Since there is no readily determinable fair value, the Company measures the investments at measurement alternative.

On January 19, 2024, ACM Shanghai entered into a limited partnership agreement with Company D to invest RMB 30,000 ($ 4,230 ), which represented 16.67 % of the partnership's total equity interest.

The investment in the limited partnership with Company D is accounted for under the equity method in accordance with ASC323-30-S99-1.

As of December 31, 2024, Company D issued additional shares to investors and ACM Shanghai’s ownership declined to 14.28 %.

On January 22, 2024, ACM Shanghai entered into an investment agreement with Company E to invest RMB 10,000 ($ 1,430 ) which represented 0.64 % of the Company E's total equity interest.

The transaction was closed in April 2024.

Since there is no readily determinable fair value, the Company measures the investments at measurement alternative.

On April 22, 2024, ACM Shanghai entered into an investment agreement with Ninebell to invest $ 16,737 which represented 20 % of Ninebell’s total equity interest.

As of December 31, 2024, ACM Shanghai pre-paid the consideration of $ 16,737 to Ninebell, which is recorded in other long-term assets (note 7) in the consolidated balance sheets.

The share certification was issued in January 2025.

After the share purchase transaction is closed, the Company owns 36.4 % of Ninebell.

On December 30, 2024, ACM Shanghai entered into a limited partnership agreement with Company F to invest RMB 10,000 ($ 1,391 ), which represented 16.67 % of Company F's total equity interest.

The equity interest is redeemable at the option of ACM Shanghai if Company F failed to consummate a qualified IPO within a certain period.

ACM Shanghai made the first installment payment of RMB 3,000 ($ 417 ) on December 30, 2024 and the remaining RMB 7,000 ($ 974 ) will be paid on or before December 31, 2026.

As agreed by investment agreement, the Company obtained the entire 16.67 % equity interest on the settlement of the first installment.

Company F is a privately held company and the Company classified the investment as available-for-sale debt securities as the equity interest is redeemable.

On December 30, 2024, ACM Shanghai entered into an investment agreement with Company G to invest RMB 30,000 ($ 4,173 ), which represented 2.91 % of Company G's total equity interest.

ACM Shanghai made the first installment payment of RMB 3,000 ($ 417 ) on December 30, 2024 and the remaining RMB 27,000 ($ 3,756 ) will be paid on or before June 30, 2026.

As agreed by investment agreement, the Company obtained the entire 2.91 % ownership when the equity transaction was approved by the shareholders’ meeting, and the share certification was issued upon the settlement of the first installment.

Since there is no readily determinable fair value, the Company measures the investments at measurement alternative.

Equity investee:

Initial investment dates Investment entity Percent ownership by ACM and subsidiaries Investment purchase price

Ninebell Co., Ltd.

("Ninebell") September 2017 ACM 20.0 % $ 1,200

Wooil Flucon Co., ("Wooil") August 2022 ACM Singapore 20.0 % $ 1,000

The Company's long-term investments consist of the following:

Equity-method investments

Ninebell Co., Ltd (“Ninebell”)

Hefei Shixi Chanheng Integrated Circuit Industry Venture Capital Fund Partnership (LP) (“Hefei Shixi”) 5,335 4,798

September 2019 ACM Shanghai 10.0 % RMB 30,000 ($ 4,200 )

Shengyi Semiconductor Technology Co., Ltd.

("Shengyi") June 2019 ACM Shanghai 14.0 % $ 109

Company D February 2024 ACM Shanghai 16.67 % RMB 30,000 ($ 4,230 )

Investments accounted for using measurement alternative:

Waferworks (Shanghai) Co., Ltd.

(“Waferworks”) October 2021 ACM Shanghai 0.25 % $ 1,568,000

Shengyi September 2023 ACM Shanghai 1.00 % RMB 6,100 ($ 900 )

Company A September 2023 ACM Shanghai 4.37 % RMB 30,000 ($ 4,230 )

Company B November 2023 ACM Shanghai 1.19 % RMB 6,600 ($ 930 )

Company C February 2024 ACM Shanghai 5.04 % RMB 12,500 ($ 1,760 )

Company E April 2024 ACM Shanghai 0.64 % RMB 10,000 ($ 1,430 )

December 2024 ACM Shanghai 16.67 % RMB 10,000 ($ 1,391 )

December 2024 ACM Shanghai 2.91 % RMB 30,000 ($ 4,173 )

Equity investee:

Ninebell $ 7,862 $ 5,632

Wooil 936 1,003

("Shengyi") 4,411 2,775

Hefei Shixi 4,798 9,174

Company D 4,173 —

Subtotal 20,544 17,502

Investments accounted for using measurement alternative:

Waferworks — 1,412

Shengyi 845 857

Company A 4,269 4,173

Company B 918 932

Company C 1,739 —

Company E 1,391 —

Company G 4,173 —

Other 696 2,941

Wooil Flucon Co., ("Wooil") 893 936

Subtotal 46,218 20,544

Investments accounted for under available-for-sale debt securities

Company F 1,391 —

Other 1,193 —

Total $ 37,063 27,880

The Company recognized $ 423 , $ 9,952 , and $ 4,666 share of equity investees’ net income which amounts were included in income (loss) from equity method investments in the accompanying consolidated statements of comprehensive income (loss) for the years ended December 31, 2024, 2023, and 2022, respectively.

For the years ended December 31, 2024, 2023, and 2022, the Company received $ 1,401 , nil , and nil dividends from equity investee, respectively.

Equity investments without readily determinable fair value using the measurement alternative 10,114 11,153

Available-for-sale debt investments 9,703 5,366

Total long-term investments $ 66,035 $ 37,063

Equity method investments

For the years ended December 31, 2025, 2024, and 2023, the Company received $ 2,100 , $ 1,529 , and nil dividends from equity investees, respectively.

The Company’s details for equity-method investees are as follows:

Equity investee:

Initial investment dates Investment entity Percent ownership by ACM and subsidiaries Investment purchase price

September 2017 ACM 20.0 % $ 1,200

January 2025 ACM Shanghai 20.0 % $ 16,737

August 2022 ACM Singapore 20.0 % $ 1,000

June 2019 ACM Shanghai 14.0 % $ 109

Hefei Shixi (5)

September 2019 ACM Shanghai 10.0 % RMB 30,000 ($ 4,200 )

Company A (6)

February 2024 ACM Shanghai 14.3 % RMB 30,000 ($ 4,230 )

(1) Ninebell is a South Korea company that is one of the Company’s principal materials suppliers.

On September 6, 2017, ACM and Ninebell entered into an ordinary share purchase agreement, effective as of September 11, 2017, pursuant to which Ninebell issued to ACM ordinary shares representing 20 % of Ninebell’s post-closing equity for a purchase price of $ 1,200 , and a common stock purchase agreement, effective as of September 11, 2017, pursuant to which ACM issued 400,002 shares of Class A common stock to Ninebell for a purchase price of $ 1,000 at $ 2.50 per share.

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(2) On April 22, 2024, ACM Shanghai entered into an investment agreement with Ninebell to invest $ 16,737 which represented 20 % of Ninebell’s total equity interest.

As of December 31, 2024, ACM Shanghai pre-paid the consideration of $ 16,737 to Ninebell, which is recorded in other long-term assets (note 7) in the consolidated balance sheets.

The share certification was issued in January 2025.

After the share purchase transaction closed, the Company owned 36.2 % equity interests of Ninebell.

Subsequent to the Private Offering in September 2025, the Company's equity interests in Ninebell has decreased to 34.9 %.

(3) In August 2022, ACM Singapore and Wooil entered into an agreement pursuant to which Wooil, in September 2022, issued to ACM Singapore shares representing 20 % of Wooil’s post-closing equity for a purchase price of $ 1,000 .

(4) Shengyi is based in Wuxi, China and is one of the Company’s component suppliers.

In June 2019, ACM Shanghai and Shengyi entered into an agreement pursuant to which Shengyi issued to ACM Shanghai shares representing 14 % of Shengyi’s post-closing equity for a purchase price of $ 109 .

The investment in Shengyi is accounted for under the equity method.

In September 2023, the Company invested an additional RMB- 6,100 ($ 900 ) to Shengyi.

As the additional investment is not in substance common stock, the Company accounted for the additional investment in Shengyi using a measurement alternative.

(5) In September 2019, ACM Shanghai entered into a Partnership Agreement with six other investors, as limited partners, and Beijing Shixi Qingliu Investment Co., Ltd., as general partner and manager, with respect to the formation of Hefei Shixi Chanheng Integrated Circuit Industry Venture Capital Fund Partnership (LP), a Chinese limited partnership based in Hefei, China.

The investment represents 10 % of the partnership’s total subscribed capital.

(6) On January 19, 2024, ACM Shanghai entered into a limited partnership agreement with Company A for an ownership interest of 14.3 %.

Available-for-sale debt investments

The available-for-sale debt investments are investments in preferred shares that are redeemable at the Company’s option with no contractual maturity date, which are measured at fair value.

The following table summarizes the amortized cost and estimated fair value of the Company’s available-for-sale debt investments as of December 31, 2025 and 2024.

As of December 31,

Amortized Cost Estimated fair value

2025 $ 7,269 $ 9,703

2024 $ 4,939 $ 5,366

NOTE 12 – SHORT-TERM INVESTMENTS

Pursuant to an Agreement entered into on September 19, 2022 (the ‘‘Agreement’’), ACM Shanghai became a limited partner of the Nuode Asset Fund Pujiang No.

783 Single Asset Management Plan (‘‘Nuode Asset Fund’’), a Chinese limited partnership formed by Nuode Asset Management Co., Ltd, a financial services firm based in Shanghai, China.

Nuode Asset Fund was formed to establish a special fund with the purpose to participate in certain technology related investments in mainland China.

Subsequent to the future purchase, any investment will be held by Nuode Asset Fund and restricted for a minimum period of nine months.

The limited partners of the Nuode Asset Fund contributed a $ 22,160 to the fund, of which ACM Shanghai contributed $ 4,196 , or 18.75 % of the contribution on September 27, 2022.

In December 2022, the Nuode Asset Fund purchased shares in the secondary stock offering of a publicly traded mainland China-stock listing, and was apportioned to the limited partners in proportion to their respective capital contributions.

The investments were fully-disposed by Nuode Asset Fund during the year ended December 31, 2024, and the Company received net proceeds of RMB 22,478 ($ 3,167 ).

Pursuant to a Share Purchase Agreement dated June 2023, ACM Shanghai acquired shares of Huahong Semiconductor Limited (“Huahong”) in July 2023 with amount of $ 13,930 .

The shares held by ACM Shanghai are restricted for sale for a minimum period of twelve months.

Huahong completed it STAR IPO in August 2023.

Pursuant to a Share Purchase Agreement dated August 2023, ACM Shanghai acquired shares of Zhongjuxin Limited Company (“Zhongjuxin”) in September 2023 with amount of $ 4,179 .

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The investments were partially-disposed by ACM Shanghai and net proceeds of R MB 38,464 ($ 5,267 ) were received during the year ended December 31, 2024.

The investments were fully-disposed by ACM Shanghai and net proceeds of RMB 15,089 ($ 2,147 ) were received during the year ended December 31, 2025.

Pursuant to a Share Purchase Agreement dated January 2024, ACM Shanghai acquired shares of Shanghai Syncrystalline Silicon Materials Co., Ltd.

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As of December 31, 2025, the Company's total investment costs in Syncrystalline were RMB 20 million ($ 2,846 ), including RMB 10 million ($ 1,423 ) invested by ACM Shanghai in 2021 and RMB 10 million ($ 1,423 ) invested by ACM Shanghai in February 2024.

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The components of short-term investments were as follows:

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Market value 35,524 19,373

For the years ended December 31, 2024, 2023 and 2022, the net gains (losses) recognized on equity securities were as follows:

For the years ended December 31, 2025, 2024 and 2023, the net gains recognized on short-term investments were as follows:

Year ended December 31

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Unrealized gains (losses) recognized during the reporting period on short-term investment still held at December 31 $ 17,455 $ 973 $ ( 2,737 )

Net realized gains on short-term investment sold during the period 1,788 9,047 1,116

Total net gains (losses) recognized at December 31 on short-term investment $ 2,761 $ 6,310 $ ( 6,739 )

Net realized gains on short-term investment sold during the year 166 1,788 9,047

Total net gains recognized at December 31 on short-term investment $ 17,621 $ 2,761 $ 6,310

For the years ended December 31, 2025, 2024 and 2023, the Company received proceeds of $ 2,147 , $ 8,434 and $ 21,735 from the sale of short-term investments, respectively, including realized gains of $ 166 , $ 1,788 and $ 9,047 , respectively.

NOTE 13 – RELATED PARTY BALANCES AND TRANSACTIONS

Ninebell is an equity investee of ACM (Note 13) and is the Company’s principal supplier of robotic delivery system subassemblies used in our single-wafer cleaning equipment.

The Company purchases inventories from Ninebell for production in the ordinary course of business.

The Company pays for a portion of the inventories in advance and is obligated for the remaining amounts upon receipt of the product.

N inebell is an equity investee of ACM (note 11) and is the Company’s principal supplier of robotic delivery system subassemblies used in single-wafer cleaning equipment.

The Company purchases equipment from Ninebell for production in the ordinary course of business.

The Company pays for a portion of the equipment in advance and is obligated to pay the remaining amounts upon receipt of the product.

Shengyi is an equity investee of ACM Shanghai (note 11) and is one of the Company’s component suppliers in mainland China.

The Company purchases components from Shengyi for production in the ordinary course of business.

The Company incurs a service fee related to installation and hook-up fees which is recorded within cost of revenue on the Company’s consolidated statements of comprehensive income (loss).

The Company pays for a portion of the raw materials in advance and is obligated for the remaining amounts upon receipt of the product.

The Company incurs a service fee related to installation and hook-up fees which is recorded within cost of revenue on the Company’s consolidated statements of comprehensive income.

The Company pays for a portion of the raw materials in advance and is obligated to pay the remaining amount upon receipt of the product.

All related party outstanding balances are short-term in nature and are expected to be settled in cash.

The following tables represent related party transactions with the equity investees as of December 31, 2024 and 2023:

The following tables represent major related party balances and transactions as of December 31, 2025 and 2024:

Advances to related party 2025 2024

Ninebell $ 163 $ 1,024

Shengyi 2,337 —

Total $ 2,500 $ 1,024

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Accounts payable 2025 2024

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Year Ended December 31,

Purchase of materials 2024 2023 2022

Purchases of materials 2025 2024 2023

Ninebell $ 64,919 $ 53,792 $ 42,737

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Year Ended December 31,

Service fee charged by 2024 2023 2022

Service fees charged by 2025 2024 2023

Shengyi $ 2,799 $ 595 $ 820

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Shares of Class A common stock and Class B common stock are treated equally, identically and ratably with respect to any dividends declared by the Board of Directors unless the Board of Directors declares different dividends to the Class A common stock and Class B common stock by getting approval from a majority of common stockholders.

During the year ended December 31, 2024, 2023 and 2022, ACM issued 1,902,713 , 1,380,886 and 980,354 shares of Class A common stock upon option exercises by employees and non-employees, respectively, and issued nil , nil , and 66,003 shares of Class A common stock upon conversion of an equal number of shares of Class B common stock, respectively.

During the years ended December 31, 2025, 2024 and 2023, ACM issued 2,651,132 , 1,902,713 and 1,380,886 shares of Class A common stock upon option exercises by employees and non-employees, respectively

At December 31, 2025 and 2024, the number of shares of Class A common stock issued and outstanding was 60,590,017 and 57,938,885 , respectively.

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NOTE 15 – STOCK-BASED COMPENSATION

ACM’s stock-based compensation consists of employee and non-employee awards issued under its 1998 Stock Option Plan and its 2016 Omnibus Incentive Plan.

The vesting condition may consist of service period condition or certain performance conditions, as determined by the Board of Directors.

The fair value of the stock options granted with a service period based condition and/or performance condition is estimated at the date of grant using the Black-Scholes option pricing model.

The fair value of the stock option s granted with a market based condition is estimated at the date of grant using the Monte Carlo simulation model.

The Company’s stock-based compensation consists of employee and non-employee awards issued under its 2016 Omnibus Incentive Plan.

The vesting condition may consist of service period conditions or certain performance conditions, as determined by the Board of Directors.

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Employee Awards

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Date Fair Value Weighted

Exercise Price Weighted Average

Exercise Price Aggregate Intrinsic Value (In thousands) Weighted Average

Contractual Term

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Outstanding at December 31, 2025 6,627,429 7.50 $ 12.66 $ 177,514 5.59 years

Granted 2,230,500 10.38 13.91

Exercised ( 1,080,952 ) 0.90 2.28

Forfeited/cancelled ( 362,552 ) 11.24 22.92

Outstanding at December 31, 2023 9,998,637 $ 5.15 $ 9.47 6.17 years

Granted 461,000 15.31 20.69

Exercised ( 1,523,619 ) 1.91 4.10

Forfeited/cancelled ( 84,423 ) 11.47 24.29

Outstanding at December 31, 2024 8,851,595 $ 6.18 $ 10.84 5.81 years

Vested and exercisable at December 31, 2025 4,669,104 6.64 $ 11.94 $ 128,455 5.02 years

As of December 31, 2025, $ 15,178 of total unrecognized employee stock-based compensation expense, net of estimated forfeitures, related to stock-based awards for ACM was expected to be recognized over a weighted-average period of 2.4 years.

Total recognized compensation cost may be adjusted for future changes in estimated forfeitures.

The aggregate intrinsic value of options exercised in the years ended December 31, 2024, 2023 and 2022 was $ 35,675 , $ 15,457 , and $ 6,429 respectively.

The aggregate intrinsic value of options outstanding and exercisable as of December 31, 2024 were $ 53,004 and $ 42,841 , respectively.

The weighted average grant date fair value of options granted during the years ended December 31, 2025, 2024 and 2023 were $ 18.35 , $ 15.31 , and $ 10.38 , respectively.

The aggregate intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 was $ 52,606 , $ 35,675 , and $ 15,457 , respectively.

The aggregate fair value of the share-based awards vested during the years ended December 31, 2025, 2024 and 2023 were $ 31,002 , $ 26,137 and $ 18,378 , respectively.

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(5) Expected dividend is assumed to be 0 % as ACM has no history or expectation of paying a dividend on its common stock.

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Non-employee Award

The following table summarizes the ACM's non-employee share option activities:

The following table summarizes the Company's non-employee share option activities:

Option Shares (1) Weighted

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Date Fair Value (1) Weighted

Exercise Price (1) Weighted Average

Exercise Price Aggregate Intrinsic Value (In thousands) Weighted Average

Contractual Term

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Outstanding at December 31, 2025 382,883 0.74 $ 2.32 $ 14,215 1.63 years

Exercised ( 299,934 ) 0.24 0.55

Forfeited/cancelled ( 12,929 ) 0.22 0.50

Outstanding at December 31, 2023 1,170,795 $ 0.42 $ 1.31 2.66 years

Exercised ( 379,094 ) 0.22 0.57

Forfeited/cancelled ( 7,569 ) 0.22 0.50

Outstanding at December 31, 2024 784,132 $ 0.52 $ 1.68 2.12 years

Vested and exercisable at December 31, 2025 382,883 0.74 2.32 $ 14,215 1.63 years

As of December 31, 2025, all of the non-employee share options were fully-vested.

The aggregate intrinsic value of options exercised in the years ended December 31, 2024, 2023 and 2022 was $ 7,901 , $ 3,796 and $ 9,110 , respectively.

The aggregate intrinsic value of options outstanding and exercisable as of December 31, 2024 were $ 10,523 and $ 10,523 , respectively.

The aggregate intrinsic value of options exercised in the years ended December 31, 2025, 2024 and 2023 were $ 9,490 , $ 7,901 , and $ 3,796 , respectively.

The aggregate fair value of the share-based awards vested during the years ended December 31, 2025, 2024 and 2023 were $ 285 , $ 408 , and $ 479 , respectively.

ACM Shanghai 2019 Option Grants

2019 Subsidiary Stock Option Plan

In January 2020, ACM Shanghai adopted a 2019 Stock Option Incentive Plan (the “2019 Subsidiary Stock Option Plan”) that provides for, among other incentives, the granting to officers, directors, employees of options to purchase shares of ACM Shanghai’s common stock.

The vesting conditions consist of service periods conditions and performance conditions related to certain earning targets determined by the Board of Directors of ACM Shanghai.

The following table summarizes the ACM Shanghai employee stock option activities:

Option Shares in

ACM Shanghai Weighted

Average Grant

Date Fair Value Weighted

Exercise Price Weighted Average

Contractual Term

Outstanding at December 31, 2021 5,377,500 $ 0.24 $ 2.04 2.50 years

Forfeited/cancelled — — —

Outstanding at December 31, 2022 5,377,500 $ 0.23 $ 1.93 1.76 years

Exercised ( 2,150,309 ) 0.20 1.85

Forfeited/cancelled ( 92,308 ) 0.22 1.85

Outstanding at December 31, 2023 3,134,883 $ 0.24 $ 1.85 0.85 years

Exercised ( 3,033,344 ) 0.20 1.83

Forfeited/cancelled ( 101,539 ) 0.20 1.83

Outstanding at December 31, 2024 $ — $ — $ — 0.00 years

Vested and exercisable at December 31, 2024 $ — $ — $ — 0.00 years

The aggregate intrinsic value of options exercised in the years ended December 31, 2024 and 2023 and 2022 was $ 25,946 , $ 31,144 and nil , respectively.

There were no options outstanding under the 2019 Subsidiary Stock Option Plan as of December 31, 2024 and no activity thereafter.

The aggregate fair value of the share-based awards vested during the years ended December 31, 2025, 2024, and 2023 were nil , nil , and $ 99 , respectively.

The aggregate intrinsic value of options exercised in the years ended December 31, 2025 and 2024 and 2023 was nil , $ 25,946 and $ 31,144 , respectively.

There were nil options outstanding and exercisable as of December 31, 2025.

The aggregate fair value of the share-based awards vested during the years ended December 31, 2024, 2023, and 2022 were nil , $ 99 , and $ 568 , respectively.

ACM Shanghai 2023 Option Grants

2023 Subsidiary Stock Option Plan

In June 2023, ACM Shanghai adopted a 2023 Stock Option Incentive Plan ( the "2023 Subsidiary Stock Option Plan”) that provides for, among other incentives, the granting to officers, directors, employees of options to purchase shares of ACM Shanghai’s common stock.

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Date Fair Value Weighted

Exercise Price Weighted Average

Exercise Price Aggregate Intrinsic Value (In thousands) Weighted Average

Contractual Term

Outstanding at December 31, 2024 11,604,310 $ 9.01 $ 7.00 2.48 years

Granted 10,648,500 9.49 7.06

Forfeited/cancelled ( 73,000 ) 9.49 7.06

Outstanding at December 31, 2023 10,575,500 $ 9.49 $ 7.06 3.09 years

Granted 1,391,000 6.04 7.00

Exercised ( 2,822,710 ) 7.78 6.97 $ 23,638

Forfeited/cancelled ( 630,700 ) 8.24 6.97

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Outstanding at December 31, 2025 8,150,900 9.08 $ 6.97 $ 144,090 0.98 years

Vested and exercisable at December 31, 2025 2,448,750 9.08 6.97 $ 43,289 0.00 years

No options were granted under ACM Shanghai 2023 Option Plan during the year ended December 31, 2025 .

The weighted average grant date fair value of options granted during the years ended December 31, 2024 and 2023 were $ 6.04 and $ 9.49 , respectively.

The aggregate intrinsic value of options exercised during the years ended December 31, 2025 was $ 23,638 .

No options were exercised under the 2023 Subsidiary Stock Option Plan during 2024 and 2023.

The aggregate fair value of the share-based awards vested during the years ended December 31, 2025, 2024 and 2023 were $ 43,475 , $ 21,748 , and nil , respectively.

The fair value of options granted to employees is estimated on the grant date using the Black-Scholes valuation with following assumptions:

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(5) Expected dividend is assumed to be 0 % as the impact is adjusted on the value of share of common stock.

The aggregate intrinsic value of options exercised in the years ended December 31, 2024 and 2023 was $ 20,712 and nil , respectively.

The aggregate intrinsic value of options outstanding as of December 31, 2024 and 2023 was $ 62,244 and $ 81,981 , respectively.

As of December 31, 2025, $ 25,583 of total unrecognized employee stock-based compensation expense, net of estimated forfeitures, related to ACM Shanghai stock-based awards were expected to be recognized over a weighted-average period of 0.98 years .

Total recognized compensation cost may be adjusted for future changes in estimated forfeitures.

The aggregate fair value of the share-based awards vested during the years ended December 31, 2024, 2023 and 2022 were $ 21,748 , nil , and nil , respectively.

The following table summarizes the components of stock-based compensation expense included in the consolidated statements of comprehensive income (loss):

Total Stock-Based Compensation Expense

The following table summarizes the components of stock-based compensation expense included in the consolidated statements of comprehensive income:

Year Ended December 31,

2025 2024 2023

Stock-Based Compensation Expense:

Cost of revenue $ 1,343 $ 2,385 $ 1,406

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General and administrative expense 16,822 22,527 11,789

$ 49,576 $ 27,338 $ 7,730

Year Ended December 31,

2024 2023 2022

Stock-based compensation expense by type:

Employee stock option plan $ 10,469 $ 6,213 $ 7,346

Non-employee stock option plan 30 46 46

2019 and 2023 Subsidiary stock option plans 39,077 21,079 338

Total stock-based compensation expense

$ 33,577 $ 49,576 $ 27,338

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NOTE 16 – INCOME TAXES

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state ( 2 ) ( 2 ) ( 150 )

current tax benefit (expense) ( 485 ) ( 12,907 ) ( 497 )

current tax expense ( 8,633 ) ( 485 ) ( 12,907 )

Foreign ( 19,632 ) ( 29,120 ) ( 19,696 )

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Foreign 14,314 ( 119 ) 5,860

Total deferred tax benefit ( 5,426 ) 13,239 ( 5,162 )

Total deferred tax benefit (expense) 14,966 ( 5,426 ) 13,239

Total income tax expense $ ( 13,299 ) $ ( 35,031 ) $ ( 19,364 )

The Company’s effective tax rate differs from statutory rates of 21% for U.S.

federal income tax purposes and 12.5 % to 25 % for mainland China income tax purpose due to the effects of the valuation allowance and certain permanent differences as they pertain to book-tax differences in employee stock-based compensation and non-US research expense.

federal income tax purposes and 25 % for mainland China income tax purposes due to the effects of the valuation allowance and certain permanent differences as they pertain to book-tax differences in employee stock-based compensation and non-U.S.

research and development expense.

A new requirement to capitalize and amortize previously deductible research and experimental expenses resulting from a change in Section 174 made by the Tax Cuts and Jobs Act of 2017 (the “TCJA”) became effective on January 1, 2022.

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The capitalization of overseas R&D expenses resulted in a significant increase in the Company’s global intangible low-taxed income inclusion beginning in 2022.

The enactment of the One, Big, Beautiful, Bill Act, signed into law in July 2025, repeals the mandatory capitalization requirement for domestic R&D expenses for tax years beginning after December 31, 2025.

However, the capitalization requirement for research activities conducted outside of the U.S remains unchanged.

Pursuant to the Corporate Income Tax Law of mainland China, all of the Company’s mainland China subsidiaries are liable to mainland China Corporate Income Taxes at a rate of 25 %, except for ACM Shanghai and ACM Lingang.

2 unchanged sentences

ACM Shanghai was certified as an “advanced and new technology enterprise” in 2012 and again in 2016, 2018, 2021 and 2024, effective until December 31, 2026.

In 2021, ACM Shanghai was certified as an eligible integrated circuit production enterprise and was entitled to a preferential income tax rate of 12.5 % from January 1, 2020 to December 31, 2022.

Certain entities which meet requirements according to the Policy of the Lingang New area in China (Shanghai) Pilot Free Trade Zone are entitled to a preferential income tax rate of 15 %.

ACM Lingang was certified for this in 2021, and this preferential income tax rate is valid from January 1, 2020 until December 31, 2024.

The provision for mainland China corporate income tax for ACM Shanghai is calculated by applying the income tax rate of 15 % for the years ended December 31, 2024 and December 31, 2023 and 12.5 % for the year ended December 31, 2022.

ACM Lingang was certified for this in 2021, and this preferential income tax rate was valid from January 1, 2020 until December 31, 2024.ACM Lingang’s tax is expected to be exempt for first two profitable years after net operating loss utilization and half of the statutory tax rate for the next three years.

The provision for mainland China corporate income tax for ACM Shanghai is calculated by applying the income tax rate of 15% for the years ended December 31, 2025, 2024 and 2023 .

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Income tax expense for the years ended December 31, 2025, 2024 and 2023 differed from the amounts computed by applying the statutory U.S.

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Foreign rate differential 7.6 ( 3.3 ) ( 10.5 )

Other permanent difference 0.21 0.03 ( 0.26 )

Foreign income taxed in US 10.5 3.7 7.4

Foreign research expense ( 6.42 ) ( 8.01 ) ( 4.79 )

Foreign research and development expense ( 11.9 ) ( 6.4 ) ( 8.0 )

Change in valuation allowance ( 12.6 ) 8.8 8.7

Total income tax expense 21.08 % 16.66 % 24.94 %

Other permanent difference 0.1 0.2 —

Effective income tax rate 9.8 % 21.0 % 16.6 %

A reconciliation of the federal statutory income tax rate to the effective income tax rate for the year ended December 31, 2025 is as follows:

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Year Ended December 31,

federal statutory tax and Rate $ 28,390 21.0 %

State and local income taxes, net of federal income tax effect* 2 —

Foreign tax effects

Statutory rate differential 6,225 4.6

Tax incentive adjustment ( 24,688 ) ( 18.3 )

R&D deduction ( 16,082 ) ( 11.9 )

Change in valuation allowance 1,356 1.0

Withholding tax 3,249 2.4

Other ( 708 ) ( 0.5 )

Other foreign jurisdictions 1,358 1.0

Enactment of new tax laws

Effect of cross-border tax laws

Global intangible low-taxed income 20,925 15.5

Subpart F 2,251 1.7

Other ( 123 ) ( 0.1 )

Foreign tax credits ( 10,049 ) ( 7.4 )

Change in valuation allowance 323 0.2

Nondeductible Items 16 —

Worldwide changes in unrecognized tax benefits 6,787 5.0

Share-based payment awards ( 5,942 ) ( 4.4 )

Tax Expense / Effective Tax Rate

$ 13,299 9.8 %

*In 2025, state and local income taxes in California comprise the majority of the domestic and state and local income taxes, net of the federal income tax effect category.

Tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets at December 31, 2025 and 2024 are presented below:

Table of C ontents

Deferred tax assets:

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state income tax purposes.

As of December 31, 2024 and 2023, the Company had NOLs, respectively, $ 30,481 and $ 46,467 for mainland China income tax purposes and $ 2,339 and $ 64 for Korea income tax purposes.

As of December 31, 2025 and 2024, the Company had NOLs, respectively, $ 17,863 and $ 30,481 for mainland China income tax purposes and $ 3,816 and $ 2,339 for South Korea income tax purposes.

Such losses begin expiring in 2037, 2032, 2028 and 2037 for U.S.

federal, U.S.

state, mainland China, and Korea income tax purposes, respectively.

state, mainland China, and South Korea income tax purposes, respectively.

Under provisions of the U.S.

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The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.

The aggregate changes in the balance of gross unrecognized tax benefits, for the years ended December 31, 2024, 2023 and 2022 were as follows:

The aggregate

Table of C ontents

changes in the balance of gross unrecognized tax benefits for the years ended December 31, 2025, 2024 and 2023 were as follows:

Year Ended December 31,

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The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.

As of December 31, 2024 and 2023, respectively, the Company had $ 2,973 and $ 1,667 of accrued penalties related to uncertain tax positions, all of which was recognized in the Company’s consolidated statements of comprehensive income (loss) for the year then ended.

As of December 31, 2025 and 2024, respectively, the Company had $ 7,094 and $ 2,973 of accrued penalties and interest related to uncertain tax positions, all of which was recognized in the Company’s consolidated statements of comprehensive income for the year then ended.

The amount of the unrecognized tax benefit that, if recognized, would impact the effective tax rate was $ 20,770 as of December 31, 2025.

There were no ongoing examinations by taxing authorities as of December 31, 2025 or 2024.

Prior to the Tax Cuts and Jobs Act of 2017 (the "Tax Act"), the Company asserted that all unremitted earnings of its foreign subsidiaries were considered indefinitely reinvested.

As a result of the Tax Act, the Company reported and paid U.S.

Prior to the TCJA, the Company asserted that all unremitted earnings of its foreign subsidiaries were considered indefinitely reinvested.

As a result of the TCJA, the Company reported and paid U.S.

tax on the majority of its previously unremitted foreign earnings, and repatriations of foreign earnings will generally be free of U.S.

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taxation upon the remittance of dividends and under certain other circumstances.

Cash income taxes paid by the Company were as follows :

Year Ended December 31, 2025

Federal $ 2,574

State and local ( 10 )

Total foreign 29,811

Total cash paid $ 32,375

NOTE 17 – SEGMENT INFORMATION

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The Company’s chief operating decision maker (“CODM”) has been identified as ACM’s Chief Executive Officer.

The Company's operating segments include ACM Research and ACM Shanghai.

As the Company is engaged in the developing, manufacture and sale of capital equipment to global semiconductor manufacturers, and each of the operating segments share similar economic and other qualitative characteristics, the results of the Company’s operating segments are aggregated into one reportable segment.

For geographical reporting, revenue by geographic location is determined by the location of customers’ facilities to which products were shipped.

Long-lived assets consist primarily of property, plant and equipment, other long-term assets, and right-of-use assets and are attributed to the geographic location in which they are located.

Table of C ontents

Company's operating segments include ACM Research and ACM Shanghai.

As the Company is engaged in the development, manufacture and sale of capital equipment to global semiconductor manufacturers, and each of the operating segments share similar economic and other qualitative characteristics, the results of the Company’s operating segments are aggregated into one reportable segment.

The CODM assesses financial performance for the Company and decides how to allocate resources based on consolidated revenue, gross margin and income from operations.

The CODM considers forecasts and actual results on a regular basis when assessing the operating results and making resource decisions.

Significant expenses within income from operations, as well as within net income, include consolidated cost of revenue, sales and marketing, research and development, and general and administrative, and which are each separately presented in the Company’s consolidated statements of comprehensive income.

Other segment items within net income include interest income, interest expense, income from equity method investments and other (expense) income, net, which are each separately presented on the Company’s consolidated statements of comprehensive income.

The measure of segment assets is reported on the consolidated balance sheets as total assets.

Revenue by geographic location is determined by the location of customers’ facilities to which products were shipped.

Long-lived assets consist primarily of property, plant and equipment, and right-of-use assets and are attributed to the geographic location in which the respective asset is located.

Long-lived assets by geographic region as of the years ended were as follows:

Long-lived assets by geography:

Mainland China include I.A $ 287,888 $ 209,725

Korea 10,358 12,190

Mainland China $ 321,748 $ 287,892

South Korea 8,868 10,358

United States 9,465 8,973

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The Company leases offices and manufacturing locations under non-cancelable operating lease agreements.

See note 11 for future minimum lease payments under non-cancelable operating lease agreements with initial terms of one year or more.

As of December 31, 2024, the Company had $ 6,391 of op en commitments to construction contracts.

Covenants in ACM Lingang’s Grant Contract for State-owned Construction Land Use Right in Shanghai City (Category of R&D Headquarters and Industrial Projects) with the China (Shanghai) Pilot Free Trade Zone Lingang Special Area Administration require, among other things, that ACM Lingang pay liquidated damages in the event that (a) it does not make a total investment (including the costs of construction, fixtures, equipment and grant fees) of at least RMB 450.0 million ($ 63,400 ) or (b) within six years after the land use right is obtained, the Company does not (i) generate a minimum specified amount of annual sales of products manufactured on the granted land or (ii) pay to mainland China at least RMB 157.6 million ($ 22,000 ) in annual total taxes (including value-added taxes, corporate income tax, personal income taxes, urban maintenance and construction taxes, education surcharges, stamp taxes, and vehicle and shipping taxes) as a result of operations in connection with the granted land.

As of December 31, 2024 and December 31, 2023, the Company had incurred in tota l $ 156,205 and $ 116,932 , respectively for its Lingang-related investments.

In the normal course of business, the Company is subject to contingencies, including legal proceedings and environmental claims arising out of the normal course of businesses that relate to a wide range of matters, including among others, contracts breach liability.

As of December 31, 2025, the Company had $ 2,063 of open commitments to construction contracts.

Covenants in ACM Lingang’s Grant Contract for State-owned Construction Land Use Right in Shanghai City (Category of R&D Headquarters and Industrial Projects) with the China (Shanghai) Pilot Free Trade Zone Lingang Special Area Administration require, among other things, that ACM Lingang pay liquidated damages in the event that within 7 years after the land use right was obtained in July 2020, the Company does not (i) generate a minimum specified amount of annual sales of products manufactured on the granted land or (ii) pay to mainland China at least RM B 157.6 million ($ 22,000 ) in annual total taxes (including value-added taxes, corporate income tax, personal income taxes, urban maintenance and construction taxes, education surcharges, stamp taxes, and vehicle and shipping taxes) as a result of operations in connection with the granted land.

Legal Matters

In the normal course of business, the Company is subject to contingencies, including legal proceedings, investigations, and environmental claims arising out of the normal course of business that relate to a wide range of matters, including among others, contracts breach liability.

The Company records accruals for such contingencies based upon the assessment of the probability of occurrence and, where determinable, an estimate of the liability.

Management may consider many factors in making these assessments including past history, scientific evidence and the specifics of each matter.

Some of these contingencies involve claims that are subject to substantial uncertainties and unascertainable damages.

The Company’s management has evaluated all such proceedings and claims that existed as of December 31, 2024 and 2023.

In the opinion of management, no provision for liability nor disclosure was required as of December 31, 2024 related to any claim against the Company because:

Some of these contingencies involve claims that are subject to substantial uncertainties and un-estimable damages.

In 2025, ACM's subsidiary, ACM Korea, received inquiries from the Seoul Customs Office ("SCO") regarding certain goods produced and shipped by ACM Korea to overseas markets.

As of December 31, 2025, the SCO has completed its investigation and has issued a fine to ACM Korea, which ACM Korea paid and has formally appealed.

The matter has been

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formally transferred to a regional prosecutor’s office in Korea, and is currently pending review and next steps, if any.

The investigation is on-going and remains in its preliminary stages, and as such, this matter is subject to uncertainties and further developments as it proceeds.

Although the Company cannot predict the outcome of this, or any other related governmental inquiries or proceedings that may occur, the Company does not believe at this time it will have a material effect on its consolidated financial condition or results of operations.

The Company’s management has evaluated all other proceedings and claims that existed as of December 31, 2025.

In the opinion of management, except with respect to the ACM Korea customs matter described above, no provision for liability nor disclosure was required as of December 31, 2025 related to any claim against the Company because:

(a) there is not a reasonable possibility that a loss exceeding amounts already recognized (if any) may be incurred with respect to such claim;

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or (c) such estimate is immaterial.

As of December 31, 2024, the Company had no outstanding legal proceedings.

As of December 31, 2025, the Company had no material outstanding legal proceedings.

NOTE 19 - LEASES

The Company leases space under non-cancelable operating leases for several office and manufacturing locations.

These leases do not have significant rent escalation holidays, concessions, leasehold improvement incentives, or other build-out clauses.

Further, the leases do not contain contingent rent provisions.

Most leases include one or more options to renew.

The Company regularly evaluates the renewal options, and when they are reasonably certain of exercise, the Company includes the renewal period in its lease term.

The components of lease expense were as follows:

Year Ended December 31,

2025 2024 2023

Operating lease cost $ 4,544 $ 3,815 $ 3,580

Short-term lease cost 1,614 1,790 923

Lease cost $ 6,158 $ 5,605 $ 4,503

Supplemental cash flow information related to operating leases was as follows for the years ended December 31, 2025, 2024 and 2023:

Year Ended December 31,

2025 2024 2023

Operating cash outflow from operating leases $ 4,544 $ 3,647 $ 3,580

Operating lease right-of-use assets obtained in exchange for new operating lease liabilities $ 5,938 $ 1,781 $ 8,195

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Maturities of lease liabilities for all operating leases were as follows as of December 31, 2025:

December 31, 2025

2030 and thereafter 142

Total lease payments 10,296

Interest ( 441 )

Present value of lease liabilities $ 9,855

The weighted average remaining lease terms and discount rates for all operating leases, excluding land-use right, were as follows as of December 31, 2025 and 2024:

Remaining lease term and discount rate:

Weighted average remaining lease term (years) 2.67 3.57

Weighted average discount rate 3.01 % 3.58 %

NOTE 20 – PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION

For the presentation of the parent company only condensed financial information, the Company records its investments in subsidiaries under the equity method of accounting as prescribed in ASC 323, Investments—Equity Method and Joint Ventures.

Such investments are presented on the condensed balance sheets as “Investment in consolidated subsidiaries and equity method investees” and the subsidiaries’ losses and gains as “Equity in earnings of consolidated subsidiaries and equity method investees” on the condensed statements of comprehensive income (loss).

Certain information and footnote disclosures generally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

Certain information and footnote disclosures generally included in the financial statements prepared in accordance with GAAP have been condensed or omitted.

The footnote disclosure contains supplemental information relating to the operations of ACM separately.

ACM Shanghai paid a dividend to ACM during the years ended December 31, 2024 and 2023 (Note 2).

Except for long-term obligations, or guarantees, and loan borrowed by ACM Inc.

ACM Shanghai paid a dividend to ACM Research during the years ended December 31, 2025, 2024, and 2023 (note 2).

Except for long-term obligations, or guarantees, and a loan borrowed by ACM Inc.

from China CITIC Bank (note 10), ACM does not have significant capital or other commitments, as of December 31, 2025 or 2024.

The following represents condensed unconsolidated financial information of ACM only as of December 31, 2024 and 2023, and for the years ended December 31, 2024, 2023 and 2022:

The following represents condensed unconsolidated financial information of ACM Research only as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023:

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CONDENSED BALANCE SHEETS

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Cash and cash equivalents $ 96,184 $ 54,764

Accounts receivable 2 988

Account receivables, net 84 2

Due from intercompany 8,457 6,554

Other receivable 8,938 5,803

Prepaid expenses 479 385

Other receivables 11,595 8,938

Prepaid expenses and other current assets 417 479

Total current assets 116,737 70,737

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Liabilities and Stockholders’ Equity

Loan borrowings $ 13,882 $ 14,120

Short-term borrowings $ 28,346 $ 13,882

Accounts payable 709 391

Other payables 8,098 5,176

Other payables and accrued expenses

Income taxes payable 240 —

FIN-48 payable 2,833 848

Total current liabilities 42,584 23,219

Long-term borrowings 114 —

Total liabilities 42,698 23,219

Total stockholders’ equity 1,464,363 904,625

Total liabilities and stockholder’s equity $ 927,844 $ 805,755

Total liabilities and stockholders' equity $ 1,507,061 $ 927,844

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CONDENSED STATEMENTS OF OPERATIONS

13 unchanged sentences

Income before income taxes 102,075 109,338 82,379

Income tax (expense) benefit ( 5,711 ) ( 5,030 ) 12,965

Income tax expense ( 7,997 ) ( 5,711 ) ( 5,030 )

Net income 94,078 103,627 77,349

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Unrealized gain on available-for-sale investments, net of tax 1,784 350 —

Comprehensive income (loss) attributable to ACM Research, Inc.

Comprehensive income attributable to ACM Research, Inc.

$ 121,710 $ 89,604 $ 68,546

2 unchanged sentences

2025 2024 2023

Net cash provided by (used in) operating activities $ 15,285 $ 1,489 $ ( 5,997 )

Net cash (used in) provided by operating activities $ 7,555 $ 15,285 $ 1,489

Net cash used in investing activities ( 724 ) ( 7,889 ) ( 149 )

3 unchanged sentences

Cash and cash equivalents, end of year $ 96,184 $ 54,764 $ 41,616

SUBSEQUENT EVENTS

On January 30, 2026, ACM Shanghai issued a notice to the Shanghai Stock Exchange that ACM Research intended to sell up to 4,801,648 shares of ACM Shanghai through an inquiry-based share transfer plan.

On February 6, 2026, ACM Shanghai notified the Shanghai Stock Exchange that ACM Research sold 4,801,648 shares of ACM Shanghai at a price of RMB 160.00 (approximately $ 23.05 ) per share.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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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 8. Financial Statements and Supplementary Data