Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures, which are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. 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. 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). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025. The conclusions of the Chief Executive Officer and Chief Financial Officer from this evaluation were communicated to the Audit and Finance Committee. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We intend to continue to review and document our disclosure controls and procedures, including our internal controls over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.
Management’s Annual Report on Internal Control over Financial Reporting
It is management’s responsibility to establish and maintain effective internal control over our financial reporting, which is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer and effected by our Board of Directors, management, and other personnel. Our internal control over financial reporting is designed to provide reasonable assurance concerning the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles.
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025, using the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Ernst & Young LLP, an independent registered public accounting firm, has audited our consolidated financial statements included in this Form 10-K, and as part of the audit, has issued an audit report, included herein, on the effectiveness of our internal control over financial reporting as of December 31, 2025.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fourth quarter of the current year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Limitations on Controls and Procedures
Management concluded that our disclosure controls and procedures and internal control over financial reporting provide reasonable assurance that the objectives of our control system are met. We do not expect, however, that our disclosure controls and procedures or internal control over financial reporting will prevent or detect all misstatements, errors, or fraud, if any. All control systems, no matter how well designed and implemented, have inherent limitations, and therefore no evaluation can provide absolute assurance that every misstatement, error, or instance of fraud, if any, or risk thereof, has been or will be prevented or detected. The occurrence of a misstatement, error, or fraud, if any, would not necessarily require a conclusion that our controls and procedures are not effective.
ITEM 9B. OTHER INFORMATION
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:
Name and Title
Date of Adoption
Duration of the Trading Arrangement 1
Aggregate Number of Shares to be Sold
Elizabeth K. Vonne
Executive Vice President, General Counsel and Secretary
November 12, 2025
Until July 31, 2026 or such earlier date upon which all transactions are completed
1,930
John A. Roush
Director
December 3, 2025
Until December 3, 2026 or such earlier date upon which all transactions are completed
10,225
Stephen D. Kelley
President and Chief Executive Officer
December 5, 2025
Until December 4, 2026 or such earlier date upon which all transactions are completed
50,000
Brian M. Shirley
Director
December 12, 2025
Until December 11, 2026 or such earlier date upon which all transactions are completed
2,468
(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.
(2) The aggregate number of shares available for sale under Mr. 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. As such, the shares included in this table reflect the aggregate number of shares underlying Mr. 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).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
In accordance with General Instruction G (3) of Form 10-K, certain information required by this Part III is incorporated by reference to the definitive proxy statement relating to our 2026 annual meeting of stockholders (the “2026 Proxy Statement”), as set forth below. The 2026 Proxy Statement will be filed with the SEC within 120 days after the end of our fiscal year.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The information set forth in the 2026 Proxy Statement under the headings “Proposal No. 1 - Election of Directors,” “Corporate Governance,” and “Management,” is incorporated herein by reference.
We adopted a Code of Ethical Conduct that applies to all employees, including our Chief Executive Officer, Chief Financial Officer, and others performing similar functions. We posted a copy of the Code of Ethical Conduct on our website at www.advancedenergy.com, and such Code of Ethical Conduct is available, in print, without charge, to any stockholder who requests it from our Secretary. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers from, the Code of Ethical Conduct by posting such information on our website at www.advancedenergy.com. We are not including the information contained on our website as part of, or incorporating it by reference into, this report.
We have also adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the Company’s securities that applies to all directors, officers, and employees, as well as the Company itself. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. 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.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth in the 2026 Proxy Statement under the headings “Executive Compensation” and “Director Compensation” is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information set forth in the 2026 Proxy Statement under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” is incorporated herein by reference.
Securities Authorized for Issuance under Equity Compensation Plans
The following table summarizes information about the equity incentive compensation plans as of December 31, 2025. All outstanding awards relate to our common stock.
(A)
(B)
(C)
Plan Category
Number of securities to be issued
upon exercise of outstanding
options, warrants and rights
Weighted average exercise price
of outstanding options, warrants
and rights
Number of securities remaining available
for future issuance under equity
compensation plans (excluding securities
reflected in column A)
(in millions, except exercise price per share)
Equity compensation plans approved by security holders
0.1
(1)
$
85.97
1.9
(2)
Equity compensation plans not approved by security holders
—
—
—
Total
0.1
(1)
$
85.97
1.9
(1) Includes shares underlying options granted under the prior plan.
(2) This number includes 0.5 million shares available for future issuance under the Employee Stock Purchase Pla n.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information set forth in the 2026 Proxy Statement under the heading “Certain Relationships and Related Transactions” and under the sub-heading “Independence”, which appears under the heading “Proposal No. 1 - Election of Directors” is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information set forth in the 2026 Proxy Statement under the heading “Proposal No. 2 - Ratification of the Appointment of Ernst & Young LLP as Advanced Energy’s Independent Registered Public Accounting Firm for 2026” is incorporated herein by reference.
PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(A)
Documents filed as part of this annual report on Form 10-K are as follows:
1.
Financial Statements:
See Index to Financial Statements at Part II, Item 8 herein.
2.
Financial Statement Schedules for the years ended December 31, 2025, 2024, and 2023
NOTE: All schedules have been omitted because they are either not applicable or the required information is included in the financial statements and notes thereto.
(B)
Exhibits:
Exhibit
Incorporated by Reference
Number
Description
Form
File No.
Exhibit
Filing Date
2.1
Stock Purchase Agreement by and among Advanced Energy Industries, Inc., Artesyn Embedded Technologies, Inc., Pontus Intermediate Holdings II, LLC and Pontus Holdings, LLC, dated May 14, 2019 **
8-K
000-26966
2.1
May 15, 2019
2.2
First Amendment to the Stock Purchase Agreement by and among Advanced Energy Industries, Inc., Artesyn Embedded Technologies, Inc., Pontus Intermediate Holdings II, LLC and Pontus Holdings, LLC, dated September 9, 2019 **
8-K
000-26966
2.2
September 10, 2019
2.3
Stock Purchase Agreement, dated April 1, 2022,
by and among SL Power Electronics Corporation,
SL Delaware Holdings, Inc., Steel Partners
Holdings L.P., AEI US Subsidiary, LLC and
Advanced Energy Industries, Inc. **
8-K
000-26966
2.1
April 4, 2022
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Exhibit
Incorporated by Reference
Number
Description
Form
File No.
Exhibit
Filing Date
3.1
Amended and Restated Certificate of Incorporation of Advanced Energy Industries, Inc.
8-K
000-26966
3.1
May 1, 2024
3.2
Third Amended and Restated By-Laws of Advanced Energy Industries, Inc.
8-K
000-26966
3.2
May 1, 2024
4.1
Form of Specimen Certificate for Common Stock
S-1
33-97188
4.1
September 21, 1995
4.2
Description of Advanced Energy Industries, Inc. Securities
10-K
000-26966
4.2
February 18, 2025
4.3
Indenture, dated September 12, 2023, between Advanced Energy Industries, Inc. and U.S. Bank Trust Company, National Association, as trustee
8-K
000-26966
4.1
September 13, 2023
4.4
Form of Global 2.50% Convertible Senior Note due 2028 (included in Exhibit 4.3)
8-K
000-26966
4.2
September 13, 2023
10.1
Form of Director and Officer Indemnification Agreement
Filed herewith
10.2
2017 Omnibus Incentive Plan *
DEF 14A
000-26966
Appendix A
March 14, 2017
10.3
Employee Stock Purchase Plan *
DEF 14A
000-26966
Appendix B
March 10, 2021
10.4
Offer Letter dated February 8, 2021 *
8-K
000-26966
10.2
February 10, 2021
10.5
Offer Letter to Paul Oldham, dated March 26, 2018 *
8-K
000-26966
10.1
March 29, 2018
10.6
Offer of Employment to Eduardo Bernal Acebedo, dated August 2, 2021 *
8-K
000-26966
10.1
September 8, 2021
10.7
Form of Long-Term Incentive Plan *
8-K
000-26966
10.1
February 4, 2021
10.8
Amended and Restated Deferred Compensation Plan *
10-Q
000-26966
10.1
November 1, 2022
10.9
Form of Restricted Stock Unit Agreement under 2017 Omnibus Incentive Plan *
10-K
000-26966
10.25
February 17, 2023
10.10
Form of LTI Performance Stock Unit Agreement under 2017 Omnibus Incentive Plan *
10-K
000-26966
10.26
February 17, 2023
10.11
Form of Option Agreement under 2017 Omnibus Incentive Plan *
Filed herewith
10.12
Form of Confirmation for Convertible Note Hedges***
8-K
000-26966
10.1
September 13, 2023
10.13
Form of Confirmation for Warrants***
8-K
000-26966
10.2
September 13, 2023
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Exhibit
Incorporated by Reference
Number
Description
Form
File No.
Exhibit
Filing Date
10.14
Amended and Restated 2023 Omnibus Incentive Plan *
8-K
000-26966
10.1
November 8, 2023
10.15
Form of Executive Change in Control and General Severance Agreement *
8-K
000-26966
10.2
November 8, 2023
10.16
Form of Performance Stock Unit Agreement under the Amended and Restated 2023 Omnibus Incentive Plan *
10-K
000-26966
10.32
February 20, 2024
10.17
Form of Restricted Stock Unit Agreement under the Amended and Restated 2023 Omnibus Incentive Plan *
10-K
000-26966
10.24
February 18, 2025
10.18
Form of Annual Incentive Plan *
10-K
000-26966
10.34
February 20, 2024
10.19
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.**
8-K
000-26966
10.1
August 5, 2025
19.1
Insider Trading Policy
10-K
000-26966
19.1
February 18, 2025
21.1
Subsidiaries of Advanced Energy Industries, Inc.
Filed herewith
23.1
Consent of Independent Registered Public Accounting Firm
Filed herewith
31.1
Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
31.2
Certification of the Principal Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
32.1
Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
32.2
Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
97.1
Compensation Clawback Policy
10-K
000-26966
97.1
February 20, 2024
101.INS
Inline XBRL Instance Document
Filed herewith
101.SCH
Inline XBRL Taxonomy Extension Schema Document
Filed herewith
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Exhibit
Incorporated by Reference
Number
Description
Form
File No.
Exhibit
Filing Date
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Filed herewith
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
Filed herewith
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
Filed herewith
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Filed herewith
104
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
Filed herewith
* Management contract or compensatory plan.
** Schedules, exhibits, and similar supporting attachments or agreements have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Advanced Energy Industries, Inc. 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.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
ADVANCED ENERGY INDUSTRIES, INC.
(Registrant)
/s/ Stephen D. Kelley
Stephen D. Kelley
Chief Executive Officer
Date:
February 13, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signatures
Title
Date
/s/ Stephen D. Kelley
Chief Executive Officer and Director
February 13, 2026
Stephen D. Kelley
(Principal Executive Officer)
/s/ Paul Oldham
Chief Financial Officer and Executive Vice President
February 13, 2026
Paul Oldham
(Principal Financial Officer)
/s/ Bernard R. Colpitts, Jr.
Chief Accounting Officer and Senior Vice President
February 13, 2026
Bernard R. Colpitts, Jr.
(Principal Accounting Officer)
/s/ Grant H. Beard
Chairman of the Board
February 13, 2026
Grant H. Beard
/s/ Frederick A. Ball
Director
February 13, 2026
Frederick A. Ball
/s/ Anne T. DelSanto
Director
February 13, 2026
Anne T. DelSanto
/s/ Tina M. Donikowski
Director
February 13, 2026
Tina M. Donikowski
/s/ Ronald C. Foster
Director
February 13, 2026
Ronald C. Foster
/s/ Lanesha T. Minnix
Director
February 13, 2026
Lanesha T. Minnix
/s/ David W. Reed
Director
February 13, 2026
David W. Reed
/s/ John A. Roush
Director
February 13, 2026
John A. Roush
/s/ Brian M. Shirley
Director
February 13, 2026
Brian M. Shirley
100