ACM Research, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Consolidated Financial Statements 71 Report s of Independent Registered Public Accounting Firm ( Ernst & Young Hua Ming LLP , Shanghai, China , PCAOB ID# 1408 ) 72 Consolidated Balance Sheets as of December 31, 202 5 and 202 4 75 Consolidated Statements of Comprehensive Income for the Years ended December 31, 202 5 , 202 4 , and 202 3 76 Consolidated Statements of Changes in Stockholders’ Equity for the Years ended December 31, 202 5 , 202 4 , and 202 3 77 Consolidated Statements of Cash Flows for the Years ended December 31, 20 25 , 202 4 , and 202 3 78 Notes to Consolidated Financial Statements 79 71 Table of C ontents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of ACM Research, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of ACM Research, Inc. (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, 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 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the 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 audits 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 financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. 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.  72 Table of C ontents Revenue Recognition 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. 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 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 We have served as the Company's auditor since 2023. Shanghai, the People’s Republic of China March 2, 2026 73 Table of C ontents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of ACM Research, Inc. Opinion on Internal Control Over Financial Reporting We have audited ACM Research, Inc.’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) (the COSO criteria). In our opinion, ACM Research, Inc. (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, 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young Hua Ming LLP Shanghai, the People’s Republic of China March 2, 2026 74 Table of C ontents ACM RESEARCH, INC. Consolidated Balance Sheets (In thousands) December 31, 2025 2024 Assets Current assets: Cash and cash equivalents (note 2) $ 757,373 $ 407,445 Restricted cash 8,589 3,865 Short-term time deposits (note 2) 366,591 17,277 Short-term investments (note 12) 35,524 19,373 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 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 Property, plant and equipment, net (note 6) 314,830 269,272 Operating lease right-of-use assets, net (note 19) 17,925 14,038 Intangible assets, net 2,847 3,461 Long-term time deposits (note 2) — 13,275 Deferred tax assets (note 16) 29,389 14,781 Long-term investments (note 11) 66,035 37,063 Other long-term assets (note 7) 4,479 20,452 Total assets $ 2,872,185 $ 1,855,721 Liabilities and Equity Current liabilities: Short-term borrowings (note 8) $ 74,041 $ 32,814 Current portion of long-term borrowings (note 10) 35,082 44,472 Related parties accounts payable (note 13) 32,060 16,133 Accounts payable 215,440 139,294 Advances from customers 187,809 243,949 Deferred revenue 17,388 8,537 Income taxes payable (note 16) 991 12,779 FIN-48 payable (note 16) 27,719 19,466 Other payables and accrued expenses (note 9) 150,396 121,657 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 5,069 3,840 Other long-term liabilities 11,965 9,217 Total liabilities 941,676 759,815 Commitments and contingencies (note 18) Equity: Stockholders’ equity: Class A Common stock (note 14) 6 6 Class B Common stock (note 14) 1 1 Additional paid-in capital 1,115,504 677,476 Retained earnings 350,428 260,000 Statutory surplus reserve (note 2) 34,164 30,514 Accumulated other comprehensive loss ( 35,740 ) ( 63,372 ) Total ACM Research, Inc. stockholders’ equity 1,464,363 904,625 Non-controlling interests 466,146 191,281 Total equity 1,930,509 1,095,906 Total liabilities and equity $ 2,872,185 $ 1,855,721 The accompanying notes are an integral part of these consolidated financial statements. 75 Table of C ontents ACM RESEARCH, INC. Consolidated Statements of Comprehensive Income (In thousands, except share and per share data) Year Ended December 31, 2025 2024 2023 Revenue (note 3) $ 901,309 $ 782,118 $ 557,723 Cost of revenue, including cost of revenue from related parties of $ 62,498 , $ 39,313 , and $ 31,240 for the years ended December 31, 2025, 2024, and 2023, respectively (note 13) 501,242 390,564 281,508 Gross profit 400,067 391,554 276,215 Operating expenses: Sales and marketing 76,899 65,447 47,019 Research and development 144,989 105,473 92,709 General and administrative 68,750 69,636 40,648 Total operating expenses 290,638 240,556 180,376 Income from operations 109,429 150,998 95,839 Interest income 14,639 9,935 8,354 Interest expense ( 6,955 ) ( 4,151 ) ( 2,681 ) Realized gain from sale of short-term investments 166 1,788 9,047 Unrealized gain (loss) on short-term investments 17,455 973 ( 2,737 ) Other (expense) income, net ( 9,832 ) 6,334 ( 1,558 ) Income from equity method investments 10,290 423 9,952 Income before income taxes 135,192 166,300 116,216 Income tax expense (note 16) ( 13,299 ) ( 35,031 ) ( 19,364 ) Net income 121,893 131,269 96,852 Less: Net income attributable to non-controlling interests 27,815 27,642 19,503 Net income attributable to ACM Research, Inc. $ 94,078 $ 103,627 $ 77,349 Comprehensive income: Net income $ 121,893 $ 131,269 $ 96,852 Foreign currency translation adjustment, net of tax 33,335 ( 15,728 ) ( 10,617 ) Unrealized gain on available-for-sale investments, net of tax 2,391 428 — Comprehensive income 157,619 115,969 86,235 Less: Comprehensive income attributable to non-controlling interests 35,909 26,365 17,689 Comprehensive income attributable to ACM Research, Inc. $ 121,710 $ 89,604 $ 68,546 Net income per common stock (note 2): Basic $ 1.47 $ 1.67 $ 1.29 Diluted $ 1.37 $ 1.53 $ 1.16 Weighted average common stock outstanding used in computing per share amounts (note 2): Basic 64,184,776 62,212,569 60,164,670 Diluted 67,311,893 66,237,424 64,870,543 The accompanying notes are an integral part of these consolidated financial statements. 76 Table of C ontents ACM RESEARCH, INC. Consolidated Statement of Changes in Stockholders’ Equity (In thousands, except share and per share data) Common Stock Class A Common Stock Class B Shares Amount Shares Amount Additional Paid- in Capital Retained Earnings Statutory Surplus Reserve Accumulated Other Comprehensive (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 Appropriation to statutory surplus reserves — — — — — ( 13,179 ) 13,179 — — — Foreign currency translation adjustment — — — — — — — ( 8,803 ) ( 1,814 ) ( 10,617 ) Exercise of stock options 1,380,886 1 — — 2,303 — — — 3,834 6,138 Stock-based compensation — — — — 23,453 — — — 3,885 27,338 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 Net income — — — — — 103,627 — — 27,642 131,269 Appropriation to statutory surplus reserves — — — — — ( 454 ) 454 — — — Foreign currency translation adjustment — — — — — — — ( 14,373 ) ( 1,355 ) ( 15,728 ) Exercise of stock options 1,902,713 — — — 5,990 — — — 5,109 11,099 Stock-based compensation — — — — 41,641 — — — 7,935 49,576 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 Net income — — — — — 94,078 — — 27,815 121,893 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 Exercise of stock options 2,651,132 — — — 24,770 — — — 9,997 34,767 Stock-based compensation — — — — 27,847 — — — 5,730 33,577 Capital contribution by non-controlling shareholder — — — — — — — — 242 242 ACM Shanghai dividends — — — — — — — — ( 7,578 ) ( 7,578 ) Unrealized gain on available-for-sale investments — — — — — — — 1,784 607 2,391 Balance at December 31, 2025 60,590,017 $ 6 5,021,811 $ 1 $ 1,115,504 $ 350,428 $ 34,164 $ ( 35,740 ) $ 466,146 $ 1,930,509 The accompanying notes are an integral part of these consolidated financial statements. 77 Table of C ontents ACM RESEARCH, INC. Consolidated Statements of Cash Flows (In thousands) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net income $ 121,893 $ 131,269 $ 96,852 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 Realized gain on short-term investments ( 112 ) ( 1,788 ) ( 9,047 ) Income from equity method investments ( 10,290 ) ( 423 ) ( 9,952 ) Unrealized (gain) loss on short-term investments ( 17,455 ) ( 973 ) 2,737 Inventory provision 15,485 2,796 575 Provision for credit losses 14,498 13,517 2,741 Deferred income taxes ( 14,375 ) 5,286 ( 13,647 ) Stock-based compensation 33,577 49,576 27,338 Dividends from unconsolidated affiliates 2,100 1,529 — Others 1,309 945 ( 2 ) Net changes in operating assets and liabilities: Accounts receivable ( 116,127 ) ( 123,277 ) ( 108,749 ) Other receivables ( 1,747 ) ( 3,812 ) ( 4,213 ) Inventories ( 108,218 ) ( 64,135 ) ( 164,027 ) 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 parties accounts payable (note 13) 15,927 4,726 ( 3,061 ) Accounts payable 67,854 1,440 42,343 Advances from customers ( 60,844 ) 67,050 29,974 Deferred revenue 8,851 4,850 2,693 Income taxes payable ( 12,096 ) 6,424 3,009 FIN-48 payable 8,254 7,316 5,463 Other payables and accrued expenses 27,129 23,203 21,375 Operating lease liabilities ( 4,548 ) ( 3,514 ) ( 3,580 ) Other long-term liabilities 2,748 3,344 ( 1,632 ) Net cash (used in) provided by operating activities ( 10,325 ) 152,450 ( 75,323 ) Cash flows from investing activities: 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 — ( 1,391 ) ( 18,356 ) Purchase of time deposits ( 389,290 ) ( 74,730 ) ( 26,120 ) 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 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 ) Cash flows from financing activities: Proceeds from short-term borrowings 87,526 33,265 31,334 Repayments of short-term borrowings ( 47,332 ) ( 32,297 ) ( 55,068 ) Proceeds from long-term borrowings 119,139 96,896 42,360 Repayments of long-term borrowings ( 60,253 ) ( 9,582 ) ( 2,283 ) 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 Effect of exchange rate changes on cash, cash equivalents and restricted cash 12,825 ( 4,835 ) ( 1,740 ) 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 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: Cash and cash equivalents $ 757,373 $ 407,445 $ 182,090 Restricted cash 8,589 3,865 1,083 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: Cashless exercise of stock options $ 195 $ 483 $ 333 Non-cash investing activities: 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. 78 Table of C ontents ACM RESEARCH, INC. Notes to Consolidated Financial Statements (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, or tools to the global semiconductor industry. The Company has direct or indirect interests in the following subsidiaries: Place and date of incorporation Principal Activities Effective interest held as at December 31, Name of subsidiaries 2025 2024 ACM Research (Shanghai), Inc. ("ACM Shanghai") Mainland China, May 2005 Principal operating subsidiary 74.6 % 81.5 % ACM Research (Wuxi), Inc. ("ACM Wuxi") Mainland China, July 2011 Sales and services 74.6 % 81.5 % CleanChip Technologies Limited ("CleanChip") Hong Kong, June 2017 Trading partner between ACM Shanghai and its customers 74.6 % 81.5 % ACM Research Korea CO., LTD. ("ACM Korea") Republic of Korea ("South Korea"), December 2017 Sales, marketing, R&D, production 74.6 % 81.5 % ACM Research (Lingang), Inc. ("ACM Lingang") (1) Mainland China, March 2019 Management of production activities 74.6 % 81.5 % ACM Research (CA), Inc. ("ACM California") USA, April 2019 Procurement for ACM Shanghai 74.6 % 81.5 % ACM Research (Cayman), Inc. Cayman Islands, April 2019 Administrative function (inactive) 100.0 % 100.0 % ACM Research (Singapore) PTE. Ltd. ("ACM Singapore") Singapore, August 2021 Sales, marketing, business development 100.0 % 100.0 % ACM Research (Beijing), Inc. ("ACM Beijing") Mainland China, February 2022 Sales and services 74.6 % 81.5 % Hanguk ACM CO., LTD South Korea, March 2022 Sales, services, business development 100.0 % 100.0 % Yusheng Micro Semiconductor (Shanghai) Co., Ltd. Mainland China, June 2023 Business development 74.6 % 81.5 % ACM-Wooil Microelectronics (Shanghai) Co., Ltd. Mainland China, June 2023 Component development and production 54.5 % 59.0 % ACM Research (Chengdu), Inc. ("ACM Chengdu") Mainland China, December 2024 Sales and services 74.6 % 81.5 % Shengyi Micro Semiconductor (Shanghai) Co., Ltd. Mainland China, December 2024 Business development 63.4 % 69.3 % (1) ACM Research (Lingang) Inc. is the English name referred to by its Chinese language name, Shengwei Research (Shanghai), Inc., or ACM Shengwei in prior filings. ACM Research (Lingang), Inc. and Shengwei Research (Shanghai), Inc. refer to the same entity. 79 Table of C ontents 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 (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. All significant intercompany transactions and balances have been eliminated upon consolidation. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). 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 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. Actual results could differ from those estimates and assumptions. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and bank deposits that are unrestricted as to withdrawal and use, and highly liquid investments with an original maturity date of three months or less at the date of purchase. At times, cash deposits may exceed government-insured limits. The following table presents cash and cash equivalents, according to jurisdiction as of December 31, 2025 and 2024: December 31, 2025 2024 United States $ 107,184 $ 56,308 Mainland China 228,777 94,701 China Hong Kong 421,104 255,853 South Korea 241 516 Singapore 67 67 Total $ 757,373 $ 407,445 Cash held in the U.S. exceeds the Federal Deposit Insurance Corporation (“FDIC”) insurance limits and is subject to risk of loss. No losses have been experienced to date. Cash amounts at the banks in mainland China are subject to a series of risk control regulatory standards from mainland China bank regulatory authorities. ACM’s subsidiaries in mainland China are required to obtain approval from the State Administration of Foreign Exchange (“SAFE”) to transfer funds into or out of mainland China. SAFE requires a valid agreement to approve the transfers, which are processed through a bank. 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 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, 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 80 Table of C ontents 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 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. 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 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 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. 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 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 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. 81 Table of C ontents Property, Plant and Equipment, Net Property, plant and equipment are recorded at cost less accumulated depreciation. Depreciation begins when the asset is placed in service and is calculated by using the straight-line method over the estimated useful life of an asset (or, if shorter, over the lease term). Betterments or renewals are capitalized when incurred. Estimated useful lives of assets are as follows: Buildings and plants 30 years Computer and office equipment 3 to 5 years Furniture and fixtures 5 years Leasehold improvements shorter of lease term or estimated useful life Electronic equipment 3 to 5 years Manufacturing equipment 5 to 10 years Transportation equipment 4 to 5 years Expenditures for maintenance and repairs that neither materially add to the value of the property nor appreciably prolong the life of the property are charged to expense as incurred. 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. Impairment of Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstance indicate that the carrying value of the assets may not be fully recoverable or that the useful life of the assets is shorter than the Company had originally estimated. When these events or changes occur, the Company evaluates the impairment of the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value over the fair value. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. 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 operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. 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, or tools. Revenue from contracts with customers is recognized using the following five steps pursuant ASC Topic 606, Revenue from Contracts with Customers : 1. Identify the contract(s) with a customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 82 Table of C ontents 4. Allocate the transaction price to the performance obligations in the contract; and 5. Recognize revenue when (or as) the entity satisfies a performance obligation. Identify the contract(s) with a customer. 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. Identify the performance obligations in the contract. Performance obligations are accounted for separately if they are distinct. 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 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 generally does not include variable consideration. Allocate the transaction price to the performance obligations in the contract. For contracts that contain multiple performance obligations, primarily those that include multiple tools, or spare parts sold together with tools, the Company allocates the transaction price to the performance obligations on a relative standalone selling price basis. The Company recognizes contract liabilities associated with unsatisfied performance obligations, based on the stand-alone observable selling prices or using an expected cost-plus-margin approach when a stand-alone selling price is not directly observable, and recognizes revenue as the related performance obligations are satisfied. Recognize revenue when, or as, a performance obligation is satisfied . 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 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. The Company’s warranties are intended to safeguard the customer against existing defects and do not provide any incremental service to the customer. They are not separate performance obligations and are accounted for under FASB ASC Topic 460, Guarantees . 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 receipt. Contract liabilities include advances from customers and deferred revenue. Payments received from customers prior to the transfer of control of the tools are recorded as advances from customers. Payments received from customers related to the allocated transaction price for the unsatisfied performance obligations are recorded as deferred revenue. Cost of Revenue 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. 83 Table of C ontents Research and Development Costs 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. Warranty 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 estimated by historical failure rates and associated replacement costs. Warranty obligations are included in other payables and accrued expenses in the consolidated balance sheets. The following table shows changes in the Company’s warranty obligations for the years ended December 31, 2025, 2024 and 2023, respectively. Year Ended December 31, 2025 2024 2023 Balance at beginning of period $ 12,710 $ 9,834 $ 8,780 Additions 13,550 11,460 7,969 Utilized ( 7,156 ) ( 8,584 ) ( 6,915 ) Balance at end of period $ 19,104 $ 12,710 $ 9,834 Employee Benefit Expenses 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. Under the terms of the plan, employees may make voluntary contributions as a percentage of their compensation or a flat dollar amount. All eligible employees of the Company’s mainland China subsidiaries are entitled to staff welf are benefits including medical care, welfare grants, unemployment insurance and pension benefits through a mainland China government-mandated multi-employer defined contribution plan. 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 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 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, 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, 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. 84 Table of C ontents Stock-based Compensation 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. The Company uses the accelerated method for all awards granted based on service conditions and performance conditions, and only if performance conditions are considered probable to be satisfied. Income Taxes The Company accounts for income taxes using the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable values. In evaluating the ability to recover its deferred income tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. In the event the Company determines that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance that would reduce the provision for income taxes. Conversely, in the event that all or part of the net deferred tax assets are determined not to be realizable in the future, an adjustment to the valuation allowance would be charged to earnings in the period such determination is made. Tax benefits related to uncertain tax positions are recognized when it is more likely than not that a tax position will be sustained during an audit. Interest and penalties related to unrecognized tax benefits are included within the provision for income tax. 85 Table of C ontents Basic and Diluted Net Income per Share of Common Stock Basic and diluted net income per share of common stock is calculated as follows: Year Ended December 31, 2025 2024 2023 Numerator: Net income $ 121,893 $ 131,269 $ 96,852 Less: Net income attributable to non-controlling interests 27,815 27,642 19,503 Net income available to common stockholders, basic 94,078 103,627 77,349 Less: Dilutive effect arising from stock-based awards by ACM Shanghai 1,929 2,227 1,841 Net income available to common stockholders, diluted $ 92,149 $ 101,400 $ 75,508 Weighted average shares outstanding, basic 64,184,776 62,212,569 60,164,670 Effect of dilutive securities 3,127,117 4,024,855 4,705,873 Weighted average shares outstanding, diluted 67,311,893 66,237,424 64,870,543 Net income per share of common stock: Basic $ 1.47 $ 1.67 $ 1.29 Diluted $ 1.37 $ 1.53 $ 1.16 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 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 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 The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant statutory laws and regulations of mainland China permit payments of dividends by the Company’s mainland China subsidiaries only out of its retained earnings, if any, as determined in accordance with accounting standards and regulations of mainland China. The results of operations reflected in the consolidated financial statements 86 Table of C ontents prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Company’s mainland China subsidiaries. The Company has not previously declared or paid any cash dividend or dividend in kind and has no plan to declare or pay any dividends in the near future. 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, 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. Shortages in the availability of foreign currency may restrict the ability of the mainland China subsidiaries to remit sufficient foreign currency to pay dividends or other payments to the Company, or otherwise satisfy their foreign currency denominated obligations. Statutory Surplus Reserve The income of ACM’s mainland China subsidiaries is distributable to their shareholders after transfers to reserves as required under relevant mainland China laws and regulations and the subsidiaries’ Articles of Association. As stipulated by the relevant laws and regulations in mainland China, mainland China subsidiaries are required to maintain reserves, including reserves for statutory surpluses and public welfare funds that are not distributable to shareholders. A mainland China subsidiary’s appropriations to the reserves are approved by its board of directors. At least 10% of annual statutory after-tax profits, as determined in accordance with mainland China accounting standards and regulations, is required to be allocated to the statutory surplus reserves. If the cumulative total of the statutory surplus reserves reaches 50% of a mainland China subsidiary’s registered capital, any further appropriation is optional. Statutory surplus reserves may be used to offset accumulated losses or to increase the registered capital of a mainland China subsidiary, subject to approval from the relevant mainland China authorities, and are not available for dividend distribution to the subsidiary’s shareholders. The mainland China subsidiaries are prohibited from distributing dividends unless any losses from prior years have been offset. Except for offsetting prior years’ losses, however, statutory surplus reserves must be maintained at a minimum of 25% of share capital after such usage. ACM Shanghai estimated a statutory surplus reserve of $ 34,164 and $ 30,514 based on an accumulated profit as of December 31, 2025 and 2024, re spectively, which is included in the statutory surplus reserve in the consolidated balance sheets. Noncontrolling Interests 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 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. Financial Instruments 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 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; or 2) the equity method whereby the Company recognizes its proportional share of the income or loss from the equity method investment. 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 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 87 Table of C ontents 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 in the consolidated balance sheets. Fair Value Measurement The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. A fair value hierarchy has been established that prioritizes the inputs to valuation techniques used to measure fair value. The level of an asset or liability in the hierarchy is based on the lowest level of input that is significant to the fair value measurement. Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: Level 1: Valuations based on quoted prices in active markets for identical assets or liabilities with sufficient volume and frequency of transactions. Level 2: Valuations based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active for identical assets or liabilities, or model-derived valuations techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: 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 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. 88 Table of C ontents Assets and liabilities measured at fair value on a recurring basis: Quoted Prices in Active Markets for Identical Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total As of December 31, 2025 Assets Cash and cash equivalents $ 84,627 $ — $ — $ 84,627 Short-term investments 35,524 — — 35,524 Available-for-sale debt securities — — 9,703 9,703 $ 120,151 $ — $ 9,703 $ 129,854 As of December 31, 2024 Assets Cash and cash equivalents $ 50,967 $ — $ — $ 50,967 Short-term investments 19,373 — — 19,373 Available-for-sale debt securities — — 5,366 5,366 $ 70,340 $ — $ 5,366 $ 75,706 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 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 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 accounts receivable balances due from these customers do not represent a significant credit risk based on past collection experience. Interest Rate Risk As of December 31, 2025 and 2024, the balance of the Company’s short term bank borrowings (note 8) were scheduled to mature at various dates within the following year and thus exposed the Company to modest interest rate risk. 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. 89 Table of C ontents Liquidity Risk The Company’s working capital at December 31, 2025 and 2024 was sufficient to meet its then-current requirements. The Company may, however, require additional cash due to changing business conditions or other future developments, including any investments or acquisitions the Company decides to pursue. In the long run, the Company intends to rely primarily on cash flows from operations and additional borrowings from financial institutions in order to meet its cash needs. If those sources are insufficient to meet cash requirements, the Company may seek to issue additional debt or equity. Country Risk The Company has significant investments in mainland China. The operating results of the Company may be adversely affected either directly or indirectly by changes in the political and social conditions in mainland China, by changes in mainland China government policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, rates and methods of taxation, and export controls enacted by the U.S., Japan, and the Netherlands to restrict the sale of certain technology to mainland China, among other things. Foreign Currency Risk and Translation 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 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. Since the Company has not engaged in any hedging activities, it cannot predict the impact of future exchange rate fluctuations on the results of its operations, and it may experience economic losses as a result of foreign currency exchange rate fluctuations. Transactions of ACM’s subsidiaries involving foreign currencies are recorded in functional currency according to the rate of exchange prevailing on the date when the transaction occurs. 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. 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 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 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 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: Income Statement--Reporting Comprehensive Income--Expense Disaggregation Disclosures (Subtopic 220-40) , which requires additional disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. In January 2025, the FASB issued ASU 2025-01, which clarifies the effective date of ASU 2024-03. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. This ASU should be applied prospectively with the option to apply the standard retrospectively. 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 90 Table of C ontents 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 The Company assesses revenues based upon the nature or type of goods or services it provides and the geographic location of the customer facility. The following tables present disaggregated revenue information: Year Ended December 31, 2025 2024 2023 Single Wafer Cleaning, Tahoe and Semi-Critical Cleaning Equipment $ 625,964 $ 578,887 $ 403,851 ECP (front-end and packaging), Furnace and Other Technologies 199,551 151,057 103,356 Advanced Packaging (excluding ECP), Services & Spares 75,794 52,174 50,516 Total revenue by product category $ 901,309 $ 782,118 $ 557,723 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: December 31 2025 2024 Advances from customers $ 187,809 $ 243,949 Deferred revenue 17,388 8,537 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: Year Ended December 31, 2025 2024 2023 Revenue recognized from amounts included in contract liabilities at the beginning of the year $ 153,858 $ 124,069 $ 124,069 $ 97,370 91 Table of C ontents NOTE 4 – ACCOUNTS RECEIVABLE, NET Accounts receivable, net consisted of the following: December 31, 2025 2024 Accounts receivable $ 537,095 $ 405,392 Less: Allowance for credit losses ( 32,845 ) ( 18,347 ) Total $ 504,250 $ 387,045 December 31, 2025 2024 Allowance for credit losses, at beginning of the year $ ( 18,347 ) $ ( 4,830 ) Provision for credit loss ( 14,498 ) ( 13,517 ) Allowance for credit losses, at the end of the year $ ( 32,845 ) $ ( 18,347 ) NOTE 5 – INVENTORIES, NET Inventories, net consisted of the following: December 31, 2025 2024 Raw materials $ 349,663 $ 224,086 Work-in-process 61,415 80,767 Finished goods 291,553 293,131 Total inventories, net $ 702,631 $ 597,984 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. 92 Table of C ontents NOTE 6 – PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment consisted of the following: December 31, 2025 2024 Buildings and plants $ 229,731 $ 139,311 Land 2,099 2,099 Manufacturing equipment 70,680 37,038 Computer and office equipment 9,339 5,815 Transportation equipment 693 396 Leasehold improvements 12,656 11,579 Construction in progress 28,396 97,916 Total cost 353,594 294,154 Less: 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. 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 Other long-term assets consisted of the following: December 31, 2025 2024 Prepayment for investment in Ninebell $ — $ 16,737 Others 4,479 3,715 Total other long-term assets $ 4,479 $ 20,452 NOTE 8 – SHORT-TERM BORROWINGS 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. 93 Table of C ontents NOTE 9 – OTHER PAYABLES AND ACCRUED EXPENSES At December 31, 2025 and 2024, other payables and accrued expenses consisted of the following: December 31, 2025 2024 Accrued commissions $ 26,931 $ 20,180 Accrued warranty 19,104 12,710 Accrued payroll 24,830 21,677 Accrued machine sales fees 13,341 8,840 Accrued Lingang construction fees 24,258 28,103 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 – LONG-TERM BORROWINGS At December 31, 2025 and 2024, long-term borrowings consisted of the following: December 31, 2025 2024 Loan from China Merchants Bank $ 9,915 $ 11,475 Loan from Agricultural Bank of China 42,007 13,020 Loans from Bank of China 34,247 28,258 Loan from Bank of Shanghai — 13,920 Loans from China CITIC Bank 28,460 27,775 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 Less: 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 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. 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 94 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). Refer to note 2 for an explanation of the fair value hierarchy structure. Scheduled principal payments for the outstanding long-term loans, including the current portion, as of December 31, 2025 are as follows: Year ending December 31, 2026 $ 35,082 2027 102,253 2028 41,332 2029 7,767 2030 7,656 Thereafter 19,922 Total $ 214,012 As of December 31, 2025, the aggregate amount of unused lines of credit for short-term and long-term loans was $ 85,777 . 95 Table of C ontents NOTE 11– LONG-TERM INVESTMENTS The Company's long-term investments consist of the following: December 31, 2025 2024 Equity-method investments Ninebell Co., Ltd (“Ninebell”) 31,310 7,862 Hefei Shixi Chanheng Integrated Circuit Industry Venture Capital Fund Partnership (LP) (“Hefei Shixi”) 5,335 4,798 Shengyi Semiconductor Technology Co., Ltd. ("Shengyi") 4,411 2,775 Company A 4,269 4,173 Wooil Flucon Co., ("Wooil") 893 936 Subtotal 46,218 20,544 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 Ninebell (1) September 2017 ACM 20.0 % $ 1,200 Ninebell (2) January 2025 ACM Shanghai 20.0 % $ 16,737 Wooil (3) August 2022 ACM Singapore 20.0 % $ 1,000 Shengyi (4) 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. 96 Table of C ontents (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 a Share Purchase Agreement dated August 2023, ACM Shanghai acquired shares of Zhongjuxin Limited Company (“Zhongjuxin”) in September 2023 with amount of $ 4,179 . The shares held by ACM Shanghai are restricted for sale for a minimum period of twelve months. Zhongjuxin completed it STAR IPO in September 2023. 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. (“Syncrystalline”) in February 2024 with amount of RMB 10 million ($ 1,423 ). The shares held by ACM Shanghai are restricted for sale for a minimum period of twelve months. Syncrystalline completed its STAR IPO in February 2024. 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. 97 Table of C ontents The components of short-term investments were as follows: December 31, 2025 2024 Short-term investments listed in Shanghai Stock Exchange Cost $ 17,076 $ 17,731 Market value 35,524 19,373 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 2025 2024 2023 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 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 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 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. 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 major related party balances and transactions as of December 31, 2025 and 2024: December 31, Advances to related party 2025 2024 Ninebell $ 163 $ 1,024 Shengyi 2,337 — Total $ 2,500 $ 1,024 98 Table of C ontents December 31, Accounts payable 2025 2024 Ninebell $ 20,353 $ 10,830 Shengyi 11,707 5,303 Total $ 32,060 $ 16,133 Year Ended December 31, Purchases of materials 2025 2024 2023 Ninebell $ 64,919 $ 53,792 $ 42,737 Shengyi 15,173 6,794 5,006 Total $ 80,092 $ 60,586 $ 47,743 Year Ended December 31, Service fees charged by 2025 2024 2023 Shengyi $ 2,799 $ 595 $ 820 Total $ 2,799 $ 595 $ 820 NOTE 14 – COMMON STOCK At December 31, 2025 and 2024, ACM was authorized to issue 150,000,000 shares of Class A common stock and 5,307,816 shares of Class B common stock, each with a par value of $ 0.0001 . Each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to twenty votes and is convertible at any time into one share of Class A common stock. 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 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. At December 31, 2025 and 2024, the number of shares of Class B common stock issued and outstanding was 5,021,811 and 5,021,811 , respectively. NOTE 15 – STOCK-BASED COMPENSATION 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. 99 Table of C ontents Employee Awards The following table summarizes the ACM’s employee share option activities: Number of Option Shares Weighted Average Grant Date Fair Value Weighted Average Exercise Price Aggregate Intrinsic Value (In thousands) Weighted Average Remaining Contractual Term Outstanding at December 31, 2024 8,851,595 $ 6.18 $ 10.84 5.81 years Granted 255,000 18.35 25.53 Exercised ( 2,344,035 ) 3.23 6.56 $ 52,606 Forfeited/cancelled ( 135,131 ) 15.21 23.39 Outstanding at December 31, 2025 6,627,429 7.50 $ 12.66 $ 177,514 5.59 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. 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. The fair value of options granted to employees is estimated on the grant date using the Black-Scholes valuation model with the following assumptions: Year ended December 31, 2025 2024 2023 Fair value of common stock(1) $ 24.33 -$ 32.95 $ 18.67 -$ 31.92 $ 11.85 -$ 17.23 Expected term in years(2) 5.50 - 6.25 5.50 - 6.25 5.50 - 6.25 Volatility(3) 82.78 %- 83.59 % 83.85 %- 85.48 % 84.95 %- 86.45 % Risk-free interest rate(4) 3.90 - 4.25 % 3.80 - 4.49 % 4.16 - 4.69 % Expected dividend(5) 0 % 0 % 0 % (1) Fair value of Class A common stock value was the closing market price of the Class A common stock on the grant date. (2) Expected term of share options is based on the average of the vesting period and the contractual term for each grant. (3) Volatility is calculated based on the historical volatility of ACM in the period equal to the expected term of each grant. (4) Risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the share options in effect at the time of grant. (5) Expected dividend is assumed to be 0 % as ACM has no history or expectation of paying a dividend on its common stock. 100 Table of C ontents Non-employee Award The following table summarizes the Company's non-employee share option activities: Number of Option Shares (1) Weighted Average Grant Date Fair Value (1) Weighted Average Exercise Price Aggregate Intrinsic Value (In thousands) Weighted Average Remaining Contractual Term Outstanding at December 31, 2024 784,132 $ 0.52 $ 1.68 2.12 years Exercised ( 307,097 ) 0.25 0.84 $ 9,490 Forfeited/cancelled ( 94,152 ) 0.49 1.81 Outstanding at December 31, 2025 382,883 0.74 $ 2.32 $ 14,215 1.63 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, 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. 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. 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. 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. The vesting conditions consist of service periods conditions and performance conditions related to certain sales and research and development progress targets determined by the Board of Directors of ACM Shanghai. The following table summarizes the ACM Shanghai 2023 Subsidiary Stock Option Plan’s stock option activities: Number of Option Shares in ACM Shanghai Weighted Average Grant Date Fair Value Weighted Average Exercise Price Aggregate Intrinsic Value (In thousands) Weighted Average Remaining Contractual Term Outstanding at December 31, 2024 11,604,310 $ 9.01 $ 7.00 2.48 years Exercised ( 2,822,710 ) 7.78 6.97 $ 23,638 Forfeited/cancelled ( 630,700 ) 8.24 6.97 101 Table of C ontents 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: Year Ended December 31, 2024 Year Ended December 31, 2023 Fair value of common stock(1) $ 4.93 -$ 6.89 $ 14.87 Expected term in years(2) 1.50 - 4.50 1.50 - 4.50 Volatility(3) 45.92 %- 56.18 % 60.00 %- 60.60 % Risk-free interest rate(4) 1.50 %- 2.75 % 1.50 %- 2.75 % Expected dividend (5) — % — % (1) Equal to closing value on the grant date. (2) Expected term of share options is based on the average of the vesting period and the contractual term for each grant. (3) Volatility is calculated based on the historical volatility of ACM in the period equal to the expected term of each grant. (4) Risk-free interest rate is based on the yields of RMB deposit in mainland China with maturities similar to the expected term of the share options in effect at the time of grant. (5) Expected dividend is assumed to be 0 % as the impact is adjusted on the value of share of common stock. 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 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 Cost of revenue $ 1,343 $ 2,385 $ 1,406 Sales and marketing expense 6,629 10,552 5,684 Research and development expense 8,783 14,112 8,459 General and administrative expense 16,822 22,527 11,789 Total stock-based compensation expense $ 33,577 $ 49,576 $ 27,338 102 Table of C ontents NOTE 16 – INCOME TAXES The following represent the U.S. and foreign components of income before income tax for the years ended December 31, 2025, 2024 and 2023: Year Ended December 31, 2025 2024 2023 U.S $ 16,777 $ 21,282 $ 10,420 Foreign 118,415 145,018 105,796 Income before income taxes $ 135,192 $ 166,300 $ 116,216 The following represent components of the income tax benefit (expense) for the years ended December 31, 2025, 2024 and 2023: Year Ended December 31, 2025 2024 2023 Current: U.S. federal $ ( 8,631 ) $ ( 483 ) $ ( 12,757 ) U.S. state ( 2 ) ( 2 ) ( 150 ) Total U.S. current tax expense ( 8,633 ) ( 485 ) ( 12,907 ) Foreign ( 19,632 ) ( 29,120 ) ( 19,696 ) Total current tax expense ( 28,265 ) ( 29,605 ) ( 32,603 ) Deferred: U.S. federal 652 ( 5,244 ) 7,316 U.S. state — ( 63 ) 63 Total U.S. deferred tax benefit (expense) 652 ( 5,307 ) 7,379 Foreign 14,314 ( 119 ) 5,860 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 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. Under the TCJA, the Company is required to capitalize, and subsequently amortize R&D expenses over fifteen years for research activities conducted outside of the U.S. 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. According to Guoshuihan 2009 No. 203, an entity certified as an “advanced and new technology enterprise” is entitled to a preferential income tax rate of 15 %. 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. 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 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 . 103 Table of C ontents Income tax expense for the years ended December 31, 2025, 2024 and 2023 differed from the amounts computed by applying the statutory U.S. federal income tax rate of 21% to pretax income as a result of the following: Year Ended December 31, 2025 2024 2023 Effective tax rate reconciliation: Income tax provision at statutory rate 21.0 % 21.0 % 21.0 % Stock compensation ( 4.9 ) ( 3.0 ) ( 2.0 ) Foreign rate differential 7.6 ( 3.3 ) ( 10.5 ) Foreign income taxed in US 10.5 3.7 7.4 Foreign research and development expense ( 11.9 ) ( 6.4 ) ( 8.0 ) Change in valuation allowance ( 12.6 ) 8.8 8.7 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: 104 Table of C ontents Year Ended December 31, 2025 Amount Tax rate U.S. federal statutory tax and Rate $ 28,390 21.0 % State and local income taxes, net of federal income tax effect* 2 — Foreign tax effects China 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 ) Tax Credits 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 Other Share-based payment awards ( 5,942 ) ( 4.4 ) Other 9 — 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: 105 Table of C ontents December 31, 2025 2024 Deferred tax assets: Net operating loss carry forwards (offshore) $ 2,968 $ 8,106 Net operating loss carry forwards (U.S.) and credit 10,152 8,653 Deferred revenue (offshore) 3,179 6,428 Accruals (U.S.) 480 212 Reserves and other (offshore) 11,333 6,631 Stock-based compensation (U.S.) 3,209 2,974 Stock-based compensation (offshore) 13,594 10,325 Lease liability 1,681 1,157 Total gross deferred tax assets 46,596 44,486 Less: valuation allowance ( 9,454 ) ( 26,516 ) Total deferred tax assets 37,142 17,970 Deferred tax liabilities: Property and equipment ( 1,615 ) ( 1,190 ) Equity investments and unrealized gain on short-term investments ( 6,138 ) ( 1,999 ) Total deferred tax liabilities ( 7,753 ) ( 3,189 ) Deferred tax assets, net $ 29,389 $ 14,781 The Company considers all available evidence to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become realizable. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carry-forward periods), and projected taxable income in assessing the realizability of deferred tax assets. In making such judgments, significant weight is given to evidence that can be objectively verified. Based on all available evidence, a partial valuation allowance has been established against some net deferred tax assets as of December 31, 2025 and 2024, based on estimates of recoverability. In order to fully realize the deferred tax assets, the Company must generate sufficient taxable income in future periods before the expiration of the deferred tax assets governed by the tax code. As of December 31, 2025 and 2024, the Company had valuation allowances, respectively, of $ 5,789 and $ 5,467 for U.S. federal purposes, $ 593 and $ 295 for U.S. state purposes and $ 2,182 and $ 20,209 for mainland China income tax purposes, and $ 840 and $ 515 for Korea income tax purposes. As of December 31, 2025, the Company had operating loss carryforward amounts, or NOLs, of $ 1,056 for U.S. federal income tax purposes and $ 7,364 for U.S. state income tax purposes. As of December 31, 2024, the Company had NOLs, of $ 2,030 for U.S. federal income tax purposes and $ 929 for U.S. state income tax purposes. As of December 31, 2023, the Company had NOLs of $ 3,121 for U.S. federal income tax purposes and $ 593 for U.S. state 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 South Korea income tax purposes, respectively. Under provisions of the U.S. Internal Revenue Code (the “IRC”), a limitation applies to the use of the U.S. net operating loss and credit carry-forwards that would be applicable if ACM experiences an “ownership change,” as defined in IRC Section 382. ACM conducted an analysis of its stock ownership under IRC Section 382 and $ 2,030 of the net operating loss carryforwards are subject to annual limitation as a result of the ownership change in 2017. The net operating loss carryforwards are not expected to expire before utilization. Tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. 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 106 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, 2025 2024 2023 Beginning balance $ 16,774 $ 13,026 $ 8,448 Increase of unrecognized tax benefits related to current year 4,132 2,308 4,379 Increase of unrecognized tax benefits taken in prior years — 6,871 199 Reductions for tax positions related to prior years ( 1 ) ( 5,431 ) - Ending balance $ 20,905 $ 16,774 $ 13,026 The Company is subject to taxation in the United States, state, and foreign jurisdictions. All tax returns will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss or credits. Certain tax years are subject to foreign income tax examinations by tax authorities until the statute of limitations expire. The Company had $ 20,905 and $ 16,774 of unrecognized tax benefits as of December 31, 2025 and 2024, respectively. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. 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 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. federal tax, but may incur other taxes such as withholding or state taxes. As of December 31, 2025, the Company has not made a provision for U.S. or additional foreign withholding taxes on approximately $ 343,266 of undistributed earnings of its foreign subsidiaries that is indefinitely reinvested. Generally, such amounts become subject to U.S. 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 U.S. Federal $ 2,574 State and local ( 10 ) Total U.S. 2,564 Foreign China 29,792 Others 19 Total foreign 29,811 Total cash paid $ 32,375 NOTE 17 – SEGMENT INFORMATION The Company identifies operating segments according to how the business activities are managed and evaluated. The Company’s chief operating decision maker (“CODM”) has been identified as ACM’s Chief Executive Officer. The 107 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: December 31, 2025 2024 Long-lived assets by geography: Mainland China $ 321,748 $ 287,892 South Korea 8,868 10,358 United States 9,465 8,973 Total $ 340,081 $ 307,223 NOTE 18 – COMMITMENTS AND CONTINGENCIES The Company leases offices and manufacturing locations under non-cancelable operating lease agreements. 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 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 108 Table of C ontents 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; (b) a reasonably possible loss or range of loss cannot be estimated; or (c) such estimate is immaterial. 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 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, 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 $ 8,195 109 Table of C ontents Maturities of lease liabilities for all operating leases were as follows as of December 31, 2025: December 31, 2025 2026 $ 4,439 2027 4,218 2028 1,040 2029 457 2030 and thereafter 142 Total lease payments 10,296 Less: 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: December 31, 2025 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. 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 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 Research only as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023: 110 Table of C ontents CONDENSED BALANCE SHEETS December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 96,184 $ 54,764 Account receivables, net 84 2 Due from intercompany 8,457 6,554 Other receivables 11,595 8,938 Prepaid expenses and other current assets 417 479 Total current assets 116,737 70,737 Deferred tax assets 5,246 4,610 Property, plant and equipment, net 8,482 7,990 Investment in consolidated subsidiaries and equity method investees 1,376,596 844,507 Total assets $ 1,507,061 $ 927,844 Liabilities and Stockholders’ Equity Short-term borrowings $ 28,346 $ 13,882 Accounts payable 709 391 Other payables and accrued expenses 10,456 8,098 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 stockholders' equity $ 1,507,061 $ 927,844 111 Table of C ontents CONDENSED STATEMENTS OF OPERATIONS Year Ended December 31, 2025 2024 2023 Revenue $ 7,704 $ 2,576 $ 6,354 Cost of revenue ( 4,590 ) ( 132 ) ( 4,336 ) Gross profit 3,114 2,444 2,018 Operating expenses: Sales and marketing expenses ( 9,461 ) ( 6,909 ) ( 4,715 ) General and administrative expenses ( 13,218 ) ( 10,331 ) ( 7,840 ) Loss from operations ( 19,565 ) ( 14,796 ) ( 10,537 ) Equity in earnings of consolidated subsidiaries and equity method investees 85,129 87,916 73,707 Interest income, net 3,428 2,094 799 Interest expense, net ( 1,443 ) ( 560 ) ( 66 ) Other income, net 34,526 34,684 18,476 Income before income taxes 102,075 109,338 82,379 Income tax expense ( 7,997 ) ( 5,711 ) ( 5,030 ) Net income 94,078 103,627 77,349 Foreign currency translation adjustment, net of tax 25,848 ( 14,373 ) ( 8,803 ) Unrealized gain on available-for-sale investments, net of tax 1,784 350 — Comprehensive income attributable to ACM Research, Inc. $ 121,710 $ 89,604 $ 68,546 CONDENSED STATEMENTS OF CASH FLOWS Year Ended December 31, 2025 2024 2023 Net cash (used in) provided by operating activities $ 7,555 $ 15,285 $ 1,489 Net cash used in investing activities ( 724 ) ( 7,889 ) ( 149 ) Net cash provided by financing activities 34,589 5,752 16,423 Net increase (decrease) in cash and cash equivalents 41,420 13,148 17,763 Cash and cash equivalents, beginning of year 54,764 41,616 23,853 Cash and cash equivalents, end of year $ 96,184 $ 54,764 $ 41,616 NOTE 21: 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. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None 112 Table of C ontents