3 unchanged sentences
These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer (Stephen D.
−Removed: Kelley, President and Chief Executive Officer) and Principal Financial Officer (Paul R.
−Removed: Oldham, Executive Vice President and Chief Financial Officer), as appropriate, to allow timely decisions regarding required disclosures.
+Added: Kelley, President and Chief Executive Officer) and Principal Financial Officer (Paul Oldham, Executive Vice President and Chief Financial Officer), as appropriate, to allow timely decisions regarding required disclosures.
As of the end of the period covered by this report, we conducted an evaluation, with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to the Exchange Act Rule 13a-15(b).
17 unchanged sentences
OTHER INFORMATION
−Removed: During the fourth quarter of 2024, two of our officers adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), as amended.
+Added: During the fourth quarter of 2025, two of our officers and two of our directors adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), as amended.
The table below summarizes the terms of Rule 10b5-1 trading arrangements adopted:
3 unchanged sentences
Aggregate Number of Shares to be Sold
−Removed: Executive Vice President and Chief Financial Officer
−Removed: 27, 2025 , or such earlier date upon which all transactions are completed
−Removed: Eduardo Bernal
−Removed: Executive Vice President and Chief Operations Officer
−Removed: 5, 2025 , or such earlier date upon
−Removed: which all transactions are completed
+Added: Executive Vice President, General Counsel and Secretary
+Added: November 12, 2025
+Added: Until July 31, 2026 or such earlier date upon which all transactions are completed
+Added: December 3, 2025
+Added: Until December 3, 2026 or such earlier date upon which all transactions are completed
+Added: President and Chief Executive Officer
+Added: December 5, 2025
+Added: Until December 4, 2026 or such earlier date upon which all transactions are completed
+Added: December 12, 2025
+Added: Until December 11, 2026 or such earlier date upon which all transactions are completed
(1) The Rule 10b5-1 trading arrangements also provide for termination prior to the above-listed expiration date following the occurrence of certain events, such as public announcement of a tender offer, exchange offer or certain M&A, reorganization, or recapitalization transactions or the bankruptcy, insolvency, or death of the adopting person.
−Removed: (2) Includes 12,084 shares of common stock issuable upon the exercise of options.
+Added: (2) The aggregate number of shares available for sale under Mr.
+Added: Kelley’s Rule 10b5-1 trading arrangement is not yet determinable because the trading arrangement includes shares issuable pursuant to unvested RSUs and PSUs which are subject to tax withholding obligations that arise in connection with the vesting and settlement of such awards and, with respect to the PSUs, satisfaction of the applicable performance goals.
+Added: As such, the shares included in this table reflect the aggregate number of shares underlying Mr.
+Added: Kelley’s RSUs and PSUs assuming target performance goals were met and without excluding shares that will be withheld to satisfy tax withholding obligations.
During the fourth quarter of 2025, no other director or officer adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K).
12 unchanged sentences
We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards.
−Removed: A copy of the Insider Trading Policy is filed with this annual report on Form 10-K as Exhibit 19.1.
+Added: A copy of the Insider Trading Policy was filed with our annual report on Form 10-K for the fiscal year ended December 31, 2024 and is incorporated by reference as Exhibit 19.1.
EXECUTIVE COMPENSATION
−Removed: The information set forth in the 2025 Proxy Statement under the headings “Executive Compensation” is incorporated herein by reference.
+Added: The information set forth in the 2026 Proxy Statement under the headings “Executive Compensation” and “Director Compensation” is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
13 unchanged sentences
reflected in column A)
−Removed: (in thousands, except exercise price per share)
+Added: (in millions, except exercise price per share)
Equity compensation plans approved by security holders
1 unchanged sentence
(1) Includes shares underlying options granted under the prior plan.
−Removed: (2) This number includes 535 thousand shares available for future issuance under the Employee Stock Purchase Pla n .
+Added: (2) This number includes 0.5 million shares available for future issuance under the Employee Stock Purchase Pla n.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
20 unchanged sentences
April 4, 2022
−Removed: Amended and Restated Certificate of Incorporation of Advanced Energy Industries, Inc.
Incorporated by Reference
+Added: Amended and Restated Certificate of Incorporation of Advanced Energy Industries, Inc.
Third Amended and Restated By-Laws of Advanced Energy Industries, Inc.
2 unchanged sentences
Description of Advanced Energy Industries, Inc.
−Removed: Filed herewith
+Added: February 18, 2025
Indenture, dated September 12, 2023, between Advanced Energy Industries, Inc.
3 unchanged sentences
September 13, 2023
−Removed: Lease, dated January 16, 2003, by and between China Great Wall Computer Shenzhen Co., Ltd., Great Wall Limited and Advanced Energy Industries (Shenzhen) Co., Ltd., for a building located in Shenzhen, China
−Removed: February 24, 2004
Form of Director and Officer Indemnification Agreement
−Removed: February 17, 2023
+Added: Filed herewith
2017 Omnibus Incentive Plan *
4 unchanged sentences
February 10, 2021
−Removed: Global Supply Agreement by and between Advanced Energy Industries, Inc.
−Removed: and Applied Materials, Inc., dated August 29, 2005 +
−Removed: November 7, 2005
−Removed: Shipping Amendment to the Global Supply Agreement by and between Advanced Energy Industries, Inc.
−Removed: and Applied Materials, Inc., dated August 29, 2005 +
−Removed: November 7, 2005
−Removed: Bridge Amendment to the Global Supply Agreement by and between Advanced Energy Industries, Inc.
−Removed: and Applied Materials, Inc., dated January 28, 2011 +
Offer Letter to Paul Oldham, dated March 26, 2018 *
March 29, 2018
−Removed: Incorporated by Reference
−Removed: Credit Agreement, dated September 10, 2019, by and among Advanced Energy Industries, Inc., Bank of America N.A.
−Removed: as the Administrative Agent, Bank of America N.A., Bank of the West and HSBC Bank USA, N.A.
−Removed: as the Joint Lead Arrangers and Joint Book Runners, and Citibank N.A., as the Co-Manager
−Removed: September 10, 2019
−Removed: Amendment No.
−Removed: 1 to Credit Agreement, dated September 9, 2021, by and among Advanced Energy Industries, Inc., the guarantors party thereto, Bank of America N.A.
−Removed: as the Administrative Agent, and the lenders party thereto (which included the marked Credit Agreement as Exhibit A thereto)
−Removed: September 9, 2021
Offer of Employment to Eduardo Bernal Acebedo, dated August 2, 2021 *
8 unchanged sentences
February 17, 2023
−Removed: Amendment No.
−Removed: 2 to Credit Agreement, dated March 31, 2023, among Advanced Energy Industries, Inc., the guarantors party thereto, Bank of America N.A., as Administrative Agent, and the Lenders party thereto
+Added: Form of Option Agreement under 2017 Omnibus Incentive Plan *
+Added: Filed herewith
Form of Confirmation for Convertible Note Hedges***
2 unchanged sentences
September 13, 2023
−Removed: Amendment No.
−Removed: 3 to Credit Agreement, dated September 7, 2023, among Advanced Energy Industries, Inc., the guarantors party thereto, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto
−Removed: September 13, 2023
+Added: Incorporated by Reference
Amended and Restated 2023 Omnibus Incentive Plan *
4 unchanged sentences
February 20, 2024
−Removed: Incorporated by Reference
Form of Restricted Stock Unit Agreement under the Amended and Restated 2023 Omnibus Incentive Plan *
−Removed: Filed herewith
+Added: February 18, 2025
Form of Annual Incentive Plan *
February 20, 2024
−Removed: Amendment No.
−Removed: 4 to Credit Agreement, dated September 9, 2024, among Advanced Energy Industries, Inc., the guarantors party thereto, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto
−Removed: September 11, 2024
+Added: Credit Agreement, dated as of May 8, 2025, among Advanced Energy Industries, Inc., as the borrower, the guarantors party thereto, HSBC Bank USA, N.A., as the administrative agent, and the lenders party thereto.**
+Added: August 5, 2025
Insider Trading Policy
−Removed: Filed herewith
+Added: February 18, 2025
Subsidiaries of Advanced Energy Industries, Inc.
18 unchanged sentences
Filed herewith
+Added: Incorporated by Reference
Inline XBRL Taxonomy Extension Calculation Linkbase Document
4 unchanged sentences
Filed herewith
−Removed: Incorporated by Reference
Inline XBRL Taxonomy Extension Presentation Linkbase Document
3 unchanged sentences
* Management contract or compensatory plan.
−Removed: ** Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
+Added: ** Schedules, exhibits, and similar supporting attachments or agreements have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
+Added: Advanced Energy Industries, Inc.
+Added: agrees to furnish a supplemental copy of any omitted schedule or similar attachment to the SEC upon request.
*** Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
−Removed: + Confidential treatment has been granted for portions of this agreement.
FORM 10-K SUMMARY
9 unchanged sentences
(Principal Executive Officer)
−Removed: /s/ Paul R Oldham
+Added: /s/ Paul Oldham
Chief Financial Officer and Executive Vice President
February 13, 2026
−Removed: Paul R Oldham
(Principal Financial Officer)
19 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.