What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-12-10 compared with 2024-12-12 · 354 added, 491 removed, 1107 unchanged (43% of the section changed)

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Risk Factors” for a description of our risk factors.

We provide equipment, consumables and services for semiconductor wafer fabrication and device packaging.

Our products are used in fabricating semiconductor devices, such as silicon carbide (SiC) and silicon (Si) power devices, digital and analog devices, power electronic packages, advanced semiconductor packages and electronic assemblies.

We sell these products to semiconductor device and module manufacturers worldwide, particularly in Asia, North America and Europe.

We provide equipment, consumables and services for semiconductor device packaging, wafer production and device fabrication.

Our products are used to fabricate and package semiconductor devices, such as graphic processing units (GPU’s) used in AI applications, silicon carbide (SiC) and silicon (Si) power devices and other optical, analog and digital devices.

We sell these products to semiconductor device packaging, electronic assembly and device fabrication companies worldwide.

We operate in two reportable segments, based primarily on the industries they serve:

(i) Thermal Processing Solutions (formerly called Semiconductor) and (ii) Semiconductor Fabrication Solutions (formerly called Material and Substrate).

(i) Thermal Processing Solutions and (ii) Semiconductor Fabrication Solutions.

Our thermal processing solutions include reflow equipment for chip packaging and electronic assembly, diffusion furnaces and furnaces used to produce ceramic based power semiconductor packages and passive electronic components.

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We believe there are three key secular trends that are key to our future growth:

• Advanced Mobility - Advanced Mobility encompasses both the development and adoption of electric vehicles and charging infrastructure, including both EV and HEV, as well as advanced automotive electronics including Advanced Driver Assistance Systems (ADAS), infotainment and telematics.

• Artificial Intelligence - With Artificial Intelligence (AI), we believe our reflow oven systems have leading market share with Outsourced Semiconductor Assembly and Test Services (OSATS) providers who perform advanced packaging of the AI chips.

• Supply Chain Resiliency - There is a global trend of creating supply chain resiliency by expanding and/or relocating operations outside of mainland China.

We believe these factories will create demand for new equipment and services in growing regions like Southeast Asia and Mexico.

• Advanced Mobility - Advanced Mobility encompasses both the development and adoption of electric vehicles and charging infrastructure, including both electric vehicle (EV) and hybrid electric vehicles (HEV), as well as advanced automotive electronics including Advanced Driver Assistance Systems (ADAS), infotainment and telematics.

Our products intersect these markets in multiple ways:

CMP consumables and wafer cleaning systems for the SiC substrates used in the EV power invertors;

CMP consumables and wafer cleaning systems for the SiC substrates used in the EV power inverters;

thermal processing systems for producing EV battery cooling systems and ceramic substrates for HEV power semiconductor packaging;

and reflow ovens for ADAS, infotainment and telematics component assemblies.

• Supply Chain Resiliency - There is a global trend of creating supply chain resiliency by expanding and/or relocating operations outside of mainland China.

These new facilities will create demand for new equipment and services in growing regions like Mexico and Southeast Asia.

• Artificial Intelligence - With Artificial Intelligence (AI), our reflow oven systems are the favored choice for Outsourced Semiconductor Assembly and Test Services (OSATS) providers who perform advanced packaging of the AI chips.

We continue to invest in research and development, including the introduction of our next-generation reflow platform, Aurora, in 2023.

Historically, we have grown our business primarily through acquisitions, including the businesses that currently comprise our two reportable segments in the Thermal Processing Solutions and Semiconductor Fabrication Solutions industries:

BTU, PR Hoffman, Intersurface Dynamics and Entrepix.

Our 2023 acquisition of Entrepix bolstered our offerings in the CMP technology space and incorporated wafer cleaning into our existing capital

equipment product lines.

We continue to believe this inorganic growth strategy is the backbone of who Amtech is as a company, we also have a complimentary strategy of pursuing organic growth, particularly during times when we lacked sufficient capital resources to pursue growth through acquisitions.

We will continue to pursue acquisitions to supplement organic growth and have added market development resources globally to accelerate organic growth.

In June 2022, we completed the sale of the real property where our manufacturing facility in Massachusetts is located.

In connection with this sale, we entered into a two-year leaseback of the facility.

Customer-centric product development in R&D :

We continue to invest in research and development to expand our Thermal Processing Solutions reflow equipment product-line for AI applications.

Our goal is to expand our addressable market by enabling mass production of higher density packages.

We are also investing in application development and R&D resources to accelerate growth of our Semiconductor Fabrications Solutions business by expanding our consumables product portfolio and providing exceptional technical support and service to customers.

Semi-Fabless Manufacturing Model:

We have migrated to a semi-fabless manufacturing model for the majority of our capital equipment business to improve our ability to scale production and reduce fixed costs.

Our manufacturing partners provide a cost-effective alternative to in-house production and help mitigate the financial impact of variable demand that is inherent to the capital equipment business.

In June 2022, we completed the sale of the real property where our manufacturing facility in Massachusetts is located and entered into a two-year leaseback of the facility.

This sale-leaseback transaction resulted in a net cash inflow of approximately $14.9 million, after repayment of the existing mortgage and settlement of related sale expenses.

In September 2023, we signed a lease for a new location with less square footage and completed the move to this location in June 2024.

In September 2023, we signed a lease for a new location with less square footage and completed the move to this new location in June 2024.

As we expand our use of contract manufacturers, we will continue to look for ways to reduce our real estate footprint.

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We evaluated our organizational structure and concluded that we have two reportable segments;

Thermal Processing Solutions (formerly called Semiconductor) and Semiconductor Fabrication Solutions (formerly called Material & Substrate).

Our Semiconductor Fabrication Solutions segment includes Entrepix beginning at the date of acquisition.

Thermal Processing Solutions and Semiconductor Fabrication Solutions.

Industry Fluctuations

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Interest expense

Foreign currency (loss) gain

(Loss) income before income taxes

Income tax provision (benefit)

Foreign currency gain (loss)

Loss before income taxes

Income tax provision

Fiscal 2025 compared to Fiscal 2024

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Revenue from the Thermal Processing Solutions segment decreased $11.1 million, or 16%, over the prior year period.

Our Thermal Processing Solution results for 2024 reflect decreases in belt furnace shipments partially offset by increases in shipments of our horizontal diffusion furnaces.

We continue to experience softness in shipments of our advanced packaging and SMT equipment, primarily related to a slowdown in global demand in the consumer markets.

Revenue from our Semiconductor Fabrication Solutions segment decreased $3.7 million, or 10%, due to decreases in shipments of our polishing equipment, which was eliminated at the end of 2023, with final shipments in 2024.

Additionally, we experienced declines in our wafer cleaning equipment, partially offset by increases in our consumables shipments.

Our Thermal Processing Solution results for 2025 reflect decreases in belt furnace shipments and horizontal diffusion furnaces shipments, partially offset by increases in shipments of our parts and service business.

We are also seeing year-over-year growth in our advanced packaging SPG reflow oven business due to AI chip demand.

Revenue from our Semiconductor Fabrication Solutions segment decreased $10.7 million, or 34%, due to decreases in shipments of our polishing equipment.

Additionally, we experienced declines in our wafer cleaning equipment, partially offset by increases in shipments of our consumables.

Our chemical consumable business, which produces solutions for the semiconductor and medical industries experienced year-over-year growth.

Orders and Backlog

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Our backlog at any particular point in time is not necessarily representative of actual sales for succeeding periods, nor is backlog any assurance that we will realize profit from completing these orders.

During the three months ended June 30, 2024, a horizontal diffusion customer notified us of the cancelation of a furnace project for $4.5 million, which we believe is due to the slow-down in electric vehicle adoption.

Also during this period, the improvement in lead times across all of our product lines favorably contributed to the decline in our backlog.

During 2025, the improvement in lead times across all of our product lines favorably contributed to the decline in our backlog.

Gross Profit and Gross Margin

Gross profit is the difference between net revenue and cost of goods sold and intangible asset impairment.

Cost of goods sold consists of purchased material, labor and overhead to manufacture equipment and spare parts and the cost of service and support to customers for installation, warranty and paid service calls.

Cost of goods sold consists of purchased material, labor and overhead to manufacture equipment and spare parts and the cost

of service and support to customers for installation, warranty and paid service calls.

Gross margin is gross profit as a percent of net revenue.

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Total gross profit

Gross profit for the years ended September 30, 2024 and 2023 was $36.2 million and $35.6 million, respectively, representing an increase of $0.7 million, or 2%.

Gross profit for the years ended September 30, 2025 and 2024 was $27.0 million and $36.2 million, respectively, representing a decrease of $9.2 million, or 26%.

Gross margin for 2025 and 2024 was 34% and 36%, respectively.

Gross margin for the Thermal Processing Solutions segment decreased to 35% in 2024, compared to 38% in 2023, due primarily from product mix with decreases in shipments of our high-temperature furnaces, surface-mount technology (“SMT”) and packaging equipment, partially offset by increases in shipments of our horizontal diffusion furnaces.

Gross margin for the Semiconductor Fabrication Solutions segment, increased to 37% in 2024, compared to 18% in 2023 due primarily to the 2023 impairment charge of $4.6 million for intangible assets and a charge in the amount of $1.5 million related to the write-off of inventory for our polishing machine products, partially offset by an additional intangible asset impairment charge in 2024 of $0.8 million.

We are experiencing moderate material costs increases across all our segments.

In response to such increased costs, we continually review our pricing plans and supplier agreements, with the objective of passing these increased costs to our customers where possible;

Gross margin for the Thermal Processing Solutions segment stayed consistent at 35% in 2025 and 2024, due primarily to inventory obsolescence expense and unfavorable product mix with decreases in shipments of our lower margin profile high-temperature furnaces and BDF equipment partially offset by the employee retention credit (ERC) which reduced expenses.

In addition, we had an increase in shipments of our higher margin profile advanced packaging SPG equipment.

Gross margin for the Semiconductor Fabrication Solutions segment, decreased to 30% in 2025, compared to 37% in 2024 due primarily to inventory obsolescence expense caused by a decline in the mature node semiconductor market slightly offset by the ERC which reduced expenses.

We experienced moderate material costs increases across all our segments.

In response to such increased costs, we reviewed our pricing plans and supplier agreements, with the objective of passing along these increased costs to our customers where possible;

however, we continue to experience pricing pressure from our customers.

We are also continuing to explore additional

partnerships with contract manufacturers, who can leverage their buying power on a larger scale.

We are also continuing to explore additional partnerships with contract manufacturers, who can leverage their buying power on a larger scale.

Throughout fiscal 2025, we made targeted labor reductions as a result of the shift to contract manufacturing and the continuing slowdown in the broader semiconductor industry.

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Total SG&A expenses for the years ended September 30, 2025 and 2024 were $29.0 million and $33.8 million, respectively, representing a decrease of $4.9 million or 14%.

This decrease was primarily due to staff reductions across all of our locations during 2024, resulting in lower employee expenses and employee-related expenses, such as travel, commissions and bonuses.

This decrease was primarily due to planned cost reduction efforts around overhead expenses and staff reductions during 2025, resulting in lower insurance expenses, professional fees, salaries and employee-related expenses, such as travel, commissions and bonuses.

In addition, the ERC reduced expenses contributing to the lower SG&A.

Non-segment related SG&A expense includes $1.2 million and $1.5 million of non-cash stock-based compensation expense for 2025 and 2024, respectively.

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Expenses related to engineers working on strategic projects or sustaining engineering projects are recorded in RD&E.

However, from time to time, we add functionality to our products or develop new products during engineering and manufacturing to fulfill specifications in a customer’s order, in which case the cost of development, along with other costs of the order, are charged to cost of goods sold.

However, from time to time, we add functionality to our products or develop new products during

engineering and manufacturing to fulfill specifications in a customer’s order, in which case the cost of development, along with other costs of the order, are charged to cost of goods sold.

Our net research and development expense by reportable segment was as follows, dollars in thousands:

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The decrease in RD&E expense is due to the timing of purchases related to specific strategic-development projects at our Thermal Processing Solutions and Semiconductor Fabrication Solutions segments.

Additionally, the prior year period included expenditures related to new product development projects at our Semiconductor Fabrication Solutions segment, which were terminated in the fourth quarter of 2023.

In addition we had lower overhead expenses due to cost saving initiatives and the ERC which reduced expenses.

Gain on Sale of Fixed Assets

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This sale resulted in a net gain of approximately $2.2 million, after settlement of related sale expenses and disposal of assets.

The sale price for our BTU building in Massachusetts was $20.6 million, of which $0.7 million was deducted

at closing for commission and other closing expenses.

In connection with the sale, we recognized a pre-tax gain on sale of $12.5 million in the year ended 2022.

Intangible Asset Impairment

In the second quarter of fiscal year 2025, we recognized impairment of our definite lived intangible assets of $2.6 million at our Semiconductor Fabrication Solutions segment.

As disclosed above, this impairment was recorded within operating expenses in the Condensed Consolidated Statement of Operations.

See Note 8 for a description of the facts and circumstances leading to the intangible asset impairments.

In the first quarter of fiscal year 2024, we recognized impairment of our definite lived intangible assets of $1.3 million at our Semiconductor Fabrication Solutions segment.

Of the $1.3 million, $0.8 million of this impairment was recorded in cost of goods sold, and the remainder was recorded within operating expenses in our Consolidated Statement of Operations.

Additionally, during the year ended September 30, 2023, we recognized impairment of our definite lived intangible assets of $5.2 million at our Semiconductor Fabrication Solutions segment.

Of the $5.2 million, $4.6 million of this impairment was recorded in cost of goods sold, and the remainder was recorded within operating expenses in our Consolidated Statement of Operations.

See Note 8 for a description of the facts and circumstances leading to the intangible asset impairment events.

Goodwill Impairment

In the second quarter of fiscal year 2025, we recognized impairment of our goodwill of $15.4 million at our Semiconductor Fabrication Solutions segment and $5.0 million at our Thermal Processing Solutions segment.

See Note 9 for a description of the facts and circumstances leading to the goodwill impairment.

In the first quarter of fiscal year 2024, we recognized impairment of our goodwill of $6.4 million at our Semiconductor Fabrication Solutions segment as a result of a triggering event identified at the end of the first quarter.

See Note 9 for a description of the facts and circumstances leading to the goodwill impairment.

Severance Expense

Severance expense was $0.7 million and $0.4 million in 2025 and 2024, respectively.

Severance expense for the year ended September 30, 2024 relates to staff reductions across all of our divisions.

Severance expense for year ended September 30, 2023 relates primarily to the retirement of our founder.

This related primarily to staff reductions across our locations as we shifted more work to contract manufacturers and dealt with decreasing demand.

Our effective tax rate was (8.3)% and (13.0)% in 2025 and 2024, respectively.

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statutory rate of 21%.

The 2024 effective tax rate was negatively impacted by non-deductible expenses, including goodwill impairment, includible foreign income, foreign withholding tax and losses for which no tax benefit can be recognized.

The 2023 effective tax rate was negatively impacted by non-deductible expenses, includible foreign income, foreign withholding tax and losses for which no tax benefit can be recognized.

The 2023 effective tax rate was favorably impacted by the recognition of previously unrecognized tax benefits and the release of a portion of our valuation allowance in connection with a deferred tax liability related to the Entrepix acquisition.

In 2024 and 2023, we recorded income tax expense and (benefit) of $1.0 million and $(2.6) million, respectively.

The 2025 effective tax rate was negatively impacted by non-deductible expenses, including

goodwill impairment, foreign income taxed at different rates, foreign withholding tax and losses for which no tax benefit can be recognized.

In 2025 and 2024, we recorded income tax expense of $2.3 million and $1.0 million, respectively.

The income tax provisions are based upon estimates of annual income, annual permanent differences, statutory tax rates and credits in the various jurisdictions in which we operate.

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Such objective negative evidence limits the ability to consider other subjective evidence, such as future projections.

Based on the consideration of all available evidence, we have concluded that we will maintain a full valuation allowance for all net deferred tax assets related to the carryforwards of U.S.

net operating losses and tax credits.

Based on the consideration of all available evidence, we have concluded that we will maintain a full valuation allowance for the net deferred tax assets in the U.S.

We will continue to monitor our cumulative income and loss positions in the U.S.

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The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations.

ASC 740, "Income Taxes", states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be

sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits.

In 2023, we recognized $1.0 million of previously unrecognized tax benefits, and as of September 30, 2024, we have no unrecognized tax benefits recorded within our financial statements.

ASC 740, "Income Taxes", states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits.

As of September 30, 2025, we have no unrecognized tax benefits recorded within our financial statements.

We record unrecognized tax benefits as liabilities in accordance with ASC 740 and adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available.

We expect to pay minimal U.S federal cash taxes for the foreseeable future as a result of our U.S.

net operating losses that are carried forward.

net operating losses and tax credits that are carried forward.

Our future effective income tax rate depends on various factors, such as the amount of income (loss) in each tax jurisdiction, tax regulations governing each region, non-deductible expenses incurred as a percent of pre-tax income and the effectiveness of our tax planning strategies.

On July 4th, 2025, the President signed into law significant federal tax legislation, H.R.1 (commonly known as the One Big Beautiful Bill Act or OBBBA).

The legislation includes numerous changes to U.S.

corporate income tax law, including but not limited to:

permanent 100% bonus depreciation for qualified property, immediate expensing of domestic research and experimental expenditures, modifications to the limitation on business interest expense, changes to the international tax regime, and expanded limitations on the deductibility of executive compensation under IRC Section 162(m).

Most provisions are effective for tax years beginning after December 31, 2024, with certain transition rules and exceptions.

OBBBA is not expected to have a material impact on our consolidated financial statements due to the full valuation allowance in the US.

We continue to monitor additional guidance issued relating to OBBBA and assess the impact to our financial statements.

Selected Quarterly Data (Unaudited)

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Intangible asset impairment

Gross profit (loss)

Selling, general and administrative

Research, development and engineering

Gain on sale of fixed assets

Loss (gain) on sale of fixed assets

Goodwill impairment

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Severance expense

Operating (loss) income

Operating income (loss)

Interest income

Interest expense

Foreign currency (loss) gain

(Loss) income before income taxes

Foreign currency gain (loss)

Income (loss) before income taxes

Income tax provision

Net (loss) income

Net income (loss)

Operating margin

(Loss) income Per Share:

Net (loss) income per basic share

Income (loss) Per Share:

Net income (loss) per basic share

Weighted average shares outstanding - basic

Net (loss) income per diluted share

Net income (loss) per diluted share

Weighted average shares outstanding - diluted

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Research, development and engineering

Gain on sale of fixed assets

Goodwill impairment

Intangible asset impairment

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(Loss) income before income taxes

Income tax (benefit) provision

Income tax provision

Net (loss) income

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The success of our investment and growth strategy is dependent upon the availability of additional capital resources on terms satisfactory to management.

Our sources of capital in the past have included a loan and security agreement with UMB Bank, the sale of equity securities, which includes common stock sold in private transactions and public offerings, and cash generated from operations.

Our sources of capital in the past have included a credit facility with a regional bank, the sale of equity securities, which includes common stock sold in private transactions and public offerings, and cash generated from operations.

There can be no assurance that we can raise such additional capital resources when needed or on satisfactory terms.

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We then look to supplement and strengthen our capabilities through acquisitions and strategic investments.

And finally, we provide the return realized by the investments to our stockholders.

And finally, we provide the return realized by our investments to our stockholders.

These three priorities are detailed as follows:

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We have never paid dividends on our common stock, and we do not expect to pay dividends on common stock in the foreseeable future.

However, our Board has from time to time authorized annual stock repurchase plans.

However, our Board from time to time has authorized annual stock repurchase plans.

Cash and Cash Flow

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Years Ended September 30,

Net cash provided by (used in) operating activities

Net cash (used in) provided by investing activities

Net cash (used in) provided by financing activities

Net cash provided by operating activities

Net cash used in investing activities

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash

Net (decrease) increase in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of year

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Current ratio (current assets to current liabilities)

The decrease in cash and cash equivalents from September 30, 2023 of $2.0 million was primarily due to the full repayment of our term loan and revolving credit agreement with UMB Bank, which was funded with cash generated in operations.

The increase in cash and cash equivalents from September 30, 2024 of $6.8 million was primarily due to cash generated in operations slightly offset by investing activities and the effect of exchange rates on cash.

We maintain a portion of our cash and cash equivalents in Renminbis, a Chinese currency, at our operations in China.

therefore, changes in the exchange rates have an impact on our cash balances.

As a result, changes in the exchange rates have an impact on our cash balances.

During periods of weakening demand, we typically generate cash from operating activities, which we may decide to reinvest in our business via strategic projects.

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Cash Flows from Operating Activities

Cash provided by operating activities was $9.8 million in 2024 compared to cash used in operating activities of $7.7 million in 2023 and cash provided by operating activities of $5.2 million in 2022.

During 2024, we decreased our accounts receivable, inventory, and contract asset balances as we completed shipments throughout the year, reducing our backlog.

Cash provided by operating activities was $7.9 million in 2025 compared to cash provided by operating activities of $9.8 million in 2024.

In 2025, we decreased our accounts receivable, inventory, and contract asset balances as we completed shipments throughout the year, reducing our backlog.

These cash inflows were partially offset by decreases in accrued liabilities and contract liabilities as our purchasing activity decreased and the related liabilities were paid.

During 2024, we decreased our accounts receivable, inventory, and contract asset balances as we completed shipments throughout the year, also reducing our backlog.

These cash inflows were partially offset by decreases in accounts payable and accrued liabilities as our purchasing activity decreased and the related liabilities were paid.

During 2023, we used cash to increase our inventory balances in preparation for shipments scheduled over the next four quarters and to pay the related accounts payable.

During 2022, we received several large customer deposits, primarily related to orders of our horizontal diffusion and high temp furnaces, which were expected to ship over the next four quarters.

Cash Flows from Investing Activities

Cash used in investing activities was $0.9 million in 2025, primarily consisting of $1.0 million in capital expenditures made to improve operations and systems.

Cash used in investing activities was $2.2 million in 2024, primarily consisting of $4.9 million in capital expenditures, partially offset by $2.7 million of proceeds from the sale of our real property in Arizona.

Cash used in investing activities was $37.8 million in 2023, primarily consisting of $34.9 million in cash paid for the acquisition of Entrepix.

Cash provided by investing activities was $18.8 million in 2022, primarily consisting of $19.9 million in proceeds from the sale of our real property in Massachusetts.

Investing activities in 2024, 2023 and 2022 included capital expenditures of $4.9 million, $2.9 million and $1.1 million, respectively.

We expect capital expenditures to decrease slightly in 2025, as we have completed our relocation projects but begain projects to implement new technology across our divisions.

We expect capital expenditures to decrease slightly in 2026, as we have completed our relocation projects and continue to pursue optimization projects to implement new technology across our divisions to improve our business.

Cash Flows from Financing Activities

In 2025, cash provided by financing activities was $0.3 million, comprised primarily of $0.4 million proceeds from the exercise of stock options.

In 2024, cash used in financing activities was $10.6 million, comprised primarily of $10.7 million payments on long-term debt.

Our UMB term loan and revolving credit agreement has been paid in full and our remaining debt is a small amount of financing leases.

In 2023, cash provided by financing activities was $11.7 million, comprised of $12.0 million in borrowings on our term loan and $1.2 million of proceeds received from the exercise of stock options partially offset by $1.5 million in payments on long-term debt.

In 2022, cash used in financing activities was $8.3 million, comprised of $4.1 million of cash used for the repurchase of common stock and payments on long-term debt of $4.9 million, partially offset by $0.7 million of proceeds received from the exercise of stock options.

Payments in long-term debt in 2022 include the full repayment of the $4.5 million mortgage balance on the real property in Massachusetts.

Our bank term loan and revolving credit agreement has been paid in full and our remaining debt is a small amount of financing leases.

Off-Balance Sheet Arrangements

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The magnitude, timing and nature of any future acquisitions or investments will depend on a number of factors, including the availability of suitable acquisition candidates, the negotiation of acceptable terms, our financial capabilities and access to capital, and general economic and business conditions.

Financing for future transactions would result in the utilization of cash, incurrence of additional debt, issuance of stock or some combination of the foregoing.

Financing for future

transactions would result in the utilization of cash, incurrence of additional debt, issuance of equity securities or some combination of the foregoing.

Critical Accounting Estimates

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Income Taxes.

We file consolidated federal income tax returns in the United States for all subsidiaries except those in China, Singapore and the UK, where separate returns are filed.

We file consolidated federal income tax returns in the United States for all subsidiaries except those in China, Singapore, Malaysia and the UK, where separate returns are filed.

The calculation of tax liabilities for all jurisdictions involves significant judgment in identifying uncertain tax positions, estimating the amount of deferred tax assets that will be realized in the future and the impact of uncertainties in the application of complex tax laws.

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As of September 30, 2025, we have significant U.S.

deferred tax assets that have a full valuation allowance and foreign deferred tax assets that have a partial valuation allowance.

Any changes to the judgments related

to our valuation allowance could have a material impact on our results of operations.

For the years ended September 30, 2024 and 2023, we had net deferred tax assets of $0.2 and $0.1 million.

deferred tax assets that have a full valuation allowance.

Any changes to the judgments related to our valuation allowance could have a material impact on our results of operations.

For the years ended September 30, 2025 and 2024, we had net deferred tax assets of $1.0 million and $0.2 million.

Inventory Valuation.

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We regularly review inventory quantities and record a write-down to net realizable value for excess and obsolete inventory.

The write-down is primarily based on purchase history, historical inventory usage adjusted for expected changes in product demand, product offerings and production requirements.

The write-down is primarily based on purchase history, historical inventory usage

adjusted for expected changes in product demand, product offerings and production requirements.

Our industry is characterized by customers in highly-cyclical industries, rapid technological changes, frequent new product developments and rapid product obsolescence.

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We perform an annual impairment test as of September 30, or more frequently if indicators of potential impairment exist, to determine whether the fair value of a reporting unit in which goodwill resides is less than its carrying value.

We perform the first step of the goodwill impairment test, which compares the fair value of the reporting unit to its carrying value.

If, based on the review of the qualitative factors, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying value, we would bypass the quantitative impairment test.

We have determined that our reporting units are the same as our reporting segments.

When evaluating goodwill for impairment, we may first perform a qualitative assessment whether it is more likely than not that a reporting unit’s carrying amount exceeds its fair value, referred to as a “step zero” approach.

Events or circumstances we consider in performing the “step zero” qualitative assessment include macro-economic conditions, market and industry conditions, internal cost factors, share price fluctuations, and the operational stability and overall financial performance of the reporting units.

If we conclude that it is more likely than not that a reporting unit’s fair value is less than its carrying amount, we would perform the first step of the goodwill impairment test.

The first step of the goodwill impairment test, which compares the fair value of the reporting unit to its carrying value.

If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not considered impaired, and we are not required to perform additional analysis.

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We test the reasonableness of the inputs and outcomes of our discounted cash flow analysis against available comparable market data, and we also perform a reconciliation of our total market capitalization to the estimated fair value of all of our reporting units.

The market approach is based on the application of appropriate market-derived multiples selected from (i) comparable publicly-traded companies and/or (ii) the implied transaction multiples derived from identified merger and acquisition activity in the market.

Multiples are then selected based on a comparison of the reviewed data to that of the reporting unit and applied to relevant historical and

forecasted financial parameters such as levels of revenues, EBITDA, EBIT or other metrics.

The market approach is based on the application

of appropriate market-derived multiples selected from (i) comparable publicly-traded companies and/or (ii) the implied transaction multiples derived from identified merger and acquisition activity in the market.

Multiples are then selected based on a comparison of the reviewed data to that of the reporting unit and applied to relevant historical and forecasted financial parameters such as levels of revenues, EBITDA, EBIT or other metrics.

If actual results differ significantly from our projections, we may be required to record a material impairment charge.

As of March 31, 2025, the Company lowered its guidance for the second quarter of fiscal year 2025 and reset projections for future periods due to prolonged weakness in the mature node semiconductor market driven by high inventory, tepid demand, and geopolitical tensions.

As a result, we recognized impairment of our goodwill of $15.4 million at our Semiconductor Fabrication Solutions segment and $5.0 million at our Thermal Processing Solutions segment.

At the end of December 2023, we identified a triggering event.

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If actual results differ significantly from our projections, we may be required to record a material impairment charge.

As of September 30, 2024, the Company performed a qualitative impairment test on intangible assets and goodwill and concluded there was no further impairment.

As of September 30, 2025 and 2024, the Company performed a qualitative impairment test on intangible assets and goodwill and concluded there was no further impairment.

As a result, we recorded intangible asset impairment of $2.6 million in our Semiconductor Fabrication Solutions segment.

As of December 31, 2023, we identified a triggering event due to the decline in our stock price driving our market value materially below our book value.

As a result, we recorded a $1.3 million impairment charge in fiscal 2024 to the intangible assets in our Semiconductor Fabrication Solutions segment.

As of September 30, 2023, we identified a triggering event in our Semiconductor Fabrication Solutions segment primarily related to the prolonged downturn and general economic conditions in the semiconductor market, in addition to delays in the adoption of next-gen polishing tools, which reduced our cash flow projections.

As a result, we recorded intangible asset impairment of $5.2 million.

There were no impairments on long-lived assets during the year ended September 30, 2022.

See Note 8 for additional information on intangible assets.

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Report of Independent Registered Public Accounting Firm (PCAOB ID Number 185 )

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 )

Consolidated Balance Sheets:

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Geographic Regions

REPORT OF INDEPEND ENT REGISTERED PUBLIC ACCOUNTING FIRM

Subsequent Event

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors

Amtech Systems, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheet of Amtech Systems, Inc.

and subsidiaries (the Company) as of September 30, 2024, the related consolidated statements of operations, comprehensive loss, shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and the results of its operations and its cash flows for the year ended September 30, 2024, in conformity with U.S.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Amtech Systems, Inc.

and subsidiaries (the Company) as of September 30, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the two-year period ended September 30, 2025, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, 2025, in conformity with U.S.

generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, 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 consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

Basis for Opinion

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

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

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

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

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

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

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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

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

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

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

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.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Entrepix Inc.

developed technology intangible asset

As discussed in Notes 1 and 9 to the consolidated financial statements, the Company regularly reviews intangible assets to determine if facts and circumstances exist which indicate the carrying amount of these assets may not be recoverable.

When indicators exist, recoverability of assets is measured by comparison of the carrying value of the asset group to the estimated undiscounted future net cash flows expected to be generated by the asset group.

If the asset group is determined not to be recoverable, the Company performs an analysis of the fair value of the individual long-lived assets and will recognize an impairment loss when fair value is less than the carrying value of such long-lived assets.

In the first quarter of the year ended September 30, 2024, the Company recorded an impairment of the Entrepix Inc.

developed technology intangible asset of $0.8 million.

We identified the evaluation of the fair value of the Entrepix, Inc.

developed technology intangible asset as of the end of the first quarter 2024 as a critical audit matter.

There was a high degree of subjective auditor judgment in evaluating the key assumptions used in the multi-period excess earnings method to estimate the fair value of the Entrepix, Inc.

developed technology asset.

Specifically, minor changes to the key assumptions, including projected revenues and expenses, the long-term growth rate, contributory asset charges, and the discount rate, could have a significant effect on the Company’s assessment of the intangible asset fair value.

Additionally, the use of professionals with specialized skills and knowledge was required to assess certain of these key assumptions.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s long-lived asset impairment analysis process.

These included controls related to the development of the key assumptions used to estimate fair value of the Entrepix, Inc.

developed technology intangible asset.

We evaluated the projected revenue and expenses by comparing them with the historical results of the asset group and assessing the impacts of internal and/or external economic factors.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

• evaluating the long-term growth rate by comparing it to a long-term growth rate range that was independently developed using publicly available industry and economic growth rates

• evaluating the contributory asset charges by comparing the risk profile of each contributory asset to the risk profile of the developed technology intangible asset and the risk of the overall business (Entrepix, Inc.)

• evaluating the discount rate by comparing it to a discount rate that was independently developed using publicly available market data for comparable companies.

Valuation of the Semiconductor Fabrication Solutions reporting unit

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

We believe that our 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 consolidated 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 consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a 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.

Valuation of the Company's reporting units

As discussed in Notes 1 and 9 to the consolidated financial statements, the Company evaluates goodwill for impairment on an annual basis as of September 30, or when it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

The Company's goodwill impairment test uses a weighting of the income and market approach to estimate a reporting unit’s fair value.

The income approach is based on a discounted cash flow analysis and involves the use of assumptions, including projections of revenues and expenses, the long-term growth rate, and the selection of discount rates.

In the first quarter of the year ended September 30, 2024, the Company recorded an impairment of goodwill in the Semiconductor Fabrication Solutions reporting unit of $6.4 million.

The Company has $21.3 million of goodwill as of September 30, 2024, of which $15.4 million relates to the Semiconductor Fabrication Solutions reporting unit.

We identified the evaluation of the fair value of the Semiconductor Fabrication Solutions reporting unit as of the end of the first quarter 2024 and as of September 30, 2024 as a critical audit matter.

There was a high degree of subjective auditor judgment in evaluating the key assumptions used in the discounted cash flow analysis used to estimate the fair value of the Semiconductor Fabrication Solutions reporting unit.

Specifically, minor changes to key assumptions, including projected revenue and expenses, the long-term growth rate, and the discount rate, could have a significant effect on the Company’s assessment of the fair value of the reporting unit.

The Company's goodwill impairment test uses a weighting of the income and market approaches to estimate a reporting unit’s fair value.

The income approach is based on a discounted future cash flow analysis and involves the use of assumptions, including projections of revenues and expenses, long-term growth rates, and estimated discount rates.

During the three months ended March 31, 2025, the Company performed an interim quantitative assessment for goodwill impairment that indicated that the carrying values of the Company’s reporting units exceeded their estimated fair values, resulting in goodwill impairment charges of

$15.4 million for the Semiconductor Fabrication Solutions reporting unit and $5.0 million for the Thermal Processing Solutions reporting unit.

As of September 30, 2025, the Company has $0.9 million of goodwill, which relates to the Semiconductor Fabrication Solutions reporting unit.

We identified the evaluation of the fair values of the Company’s reporting units as of March 31, 2025 as a critical audit matter.

A high degree of subjective auditor judgment was required to evaluate the key assumptions used in the discounted future cash flow analysis to estimate the fair values of the Company’s reporting units.

Specifically, minor changes to key assumptions, including projected revenue and expenses, long-term growth rates, and estimated discount rates, could have a significant effect on the Company’s assessment of the fair value of each reporting unit.

Additionally, the use of professionals with specialized skills and knowledge was required to assess these key assumptions.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s goodwill impairment process.

These included controls related to the determination of the estimated fair value of the reporting unit and the development of the key assumptions.

We evaluated the projected revenue and expenses by comparing them to the historical results of the reporting unit and assessing the impacts of internal and/or external economic factors.

We evaluated the design of certain internal controls related to the Company’s goodwill impairment process, including controls over the development of key assumptions and the determination of the estimated fair values of the Company’s reporting units.

We evaluated each reporting unit’s projected revenue and expenses by comparing them to the historical results of the reporting unit and assessing the impacts of internal and/or external economic factors.

In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:

• evaluating the long-term growth rate by comparing it to a long-term growth rate range that was independently developed using publicly available industry and economic growth rates

• evaluating the discount rate by comparing it to a discount rate that was independently developed using publicly available market data for comparable companies.

• evaluating the Company’s long-term growth rate for each reporting unit by comparing it to a long-term growth rate range that was independently developed using publicly available industry and economic growth rates

• evaluating the Company’s discount rate for each reporting unit by comparing it to a discount rate that was independently developed using publicly available market data for comparable companies.

We have served as the Company’s auditor since 2024.

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December 10, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Amtech Systems, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheet of Amtech Systems, Inc.

(an Arizona corporation) and subsidiaries (the “Company”) as of September 30, 2023, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the two years in the period ended September 30, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2023, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

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.

/s/ GRANT THORNTON LLP

We served as the Company’s auditor from 2021 to 2024.

Phoenix, Arizona

December 14, 2023

FINANCIAL INFORMATION

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Contract liabilities

Income taxes payable

Total current liabilities

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Research, development and engineering

Gain on sale of fixed assets

Loss (gain) on sale of fixed assets

Goodwill impairment

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Severance expense

Operating (loss) income

Operating loss

Interest income

Interest expense

Foreign currency (loss) gain

(Loss) income before income taxes

Income tax (benefit) provision

Net (loss) income

(Loss) Income Per Share:

Net (loss) income per basic share

Net (loss) income per diluted share

Foreign currency gain (loss)

Loss before income taxes

Income tax provision

Loss Per Share:

Net loss per basic share

Net loss per diluted share

Weighted average shares outstanding:

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Years Ended September 30,

Net (loss) income

Foreign currency translation adjustment

Comprehensive (loss) income

Comprehensive loss

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

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(in thousands)

Treasury Stock

Comprehensive

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Stock compensation expense

Repurchase of treasury stock

Retirement of treasury stock

Stock options exercised

Balances at September 30, 2022

Translation adjustment

Stock compensation expense

Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes

Stock options exercised

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Operating Activities

Net (loss) income

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

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

Write-down of inventory

Non-cash intangible asset impairment

Goodwill impairment

Intangible asset impairment

Provision for allowance for doubtful accounts

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Non-cash stock-based compensation expense

Gain on sale of fixed assets

Loss (gain) on sale of fixed assets

Changes in operating assets and liabilities:

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Contract liabilities

Net cash provided by (used in) operating activities

Net cash provided by operating activities

Investing Activities

Purchases of property, plant and equipment

Acquisitions, net of cash and cash equivalents acquired

Proceeds from sale of property, plant and equipment

Net cash (used in) provided by investing activities

Net cash used in investing activities

Financing Activities

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Payment of payroll taxes on stock-based compensation through shares withheld

Net cash (used in) provided by financing activities

Net cash provided by (used in) financing activities

Effect of Exchange Rate Changes on Cash and Cash Equivalents

Net (Decrease) Increase in Cash and Cash Equivalents

Net Increase (Decrease) in Cash and Cash Equivalents

Cash and Cash Equivalents, Beginning of Year

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Payables due for fixed asset additions

Return of fixed assets resulting in loan payoff

Modification of leased assets resulting in a reduction of lease liabilities

Leased assets obtained in exchange for new operating lease liabilities

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Summary of Operatio ns and Significant Accounting Policies

Description of Business – Amtech provides equipment, consumables and services for semiconductor wafer fabrication and device packaging.

We sell these products to semiconductor device and module manufacturers worldwide, particularly in Asia, North America and Europe.

Description of Business – Amtech provides equipment, consumables and services for semiconductor device packaging, wafer production and device fabrication.

We sell these products to semiconductor device packaging, electronic assembly and device fabrication companies worldwide.

We serve niche markets in industries that are experiencing technological advances, and which historically have been very cyclical.

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We maintain cash in bank accounts in amounts which at times may exceed federally insured limits.

At September 30, 2024 and 2023, account balances exceeded insured limits by approximatel y $ 5.7 million and $ 6.0 million, respectively.

At September 30, 2025 and 2024, account balances exceeded insured limits by approximately $ 12.0 million a nd $ 5.7 million, respectively.

We have not experienced any losses on such accounts.

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Balance at beginning of year

Acquired allowance

Adjustment (1)

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(1) Primarily foreign currency translation adjustments.

Our net accounts receivable as of September 30, 2024, 2023 and 2022 w as $ 22.0 m illion, $ 26.5 million and $ 25.0 million, respectively.

Our net accounts receivable as of September 30, 2025 and 2024 was $ 19.9 million and $ 22.0 million, respectively.

Inventories – We value our inventory at the lower of cost (first-in, first-out method) or net realizable value.

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Other Current Assets – Other current assets consist of vendor deposits and prepaid expenses.

No item included in other current assets makes up more than 5 % of total current assets.

No ite m included in other current assets makes up more than 5 % of total current assets.

Property, Plant and Equipment – Property, plant and equipment are recorded at cost upon acquisition.

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To determine whether the transfer of the property should be accounted for as a sale, we evaluated whether we transferred control to the third party in accordance with the revenue recognition guidance set forth in ASC 606.

The transfer was

deemed to be a sale at market terms.

Therefore, we recognized the transaction price for the sale based on the cash proceeds received, derecognized the carrying amount of the underlying assets and recognized a gain in the Consolidated Statements of Operations for the difference between the carrying value of the asset and the transaction price.

The transfer was deemed to be a sale at market terms.

Therefore, we recognized the transaction price for the sale based on the cash

proceeds received, derecognized the carrying amount of the underlying assets and recognized a gain in the Consolidated Statements of Operations for the difference between the carrying value of the asset and the transaction price.

We then accounted for the leaseback in accordance with our lease accounting policy.

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Patent costs are expensed when incurred, as they are insignificant.

In the first quarter of the year ended September 30, 2024 and the fourth quarter of the year ended September 30, 2023, we recorded an impairment of definite lived intangible assets in our Semiconductor Fabrication Solutions segment.

In the second quarter of the year ended September 30, 2025 and first quarter of the year ended September 30, 2024, we recorded an impairment of definite lived intangible assets in our Semiconductor Fabrication Solutions segment.

See Note 8 for a description of the facts and circumstances leading to the intangible asset impairment.

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If it is concluded that there is impairment, we would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value (although the loss would not exceed the total amount of goodwill allocated to the reporting unit).

We have determined that our reporting units are the same as our reporting segments.

In the second quarter of the year ended September 30, 2025 we recorded impairment of goodwill in our Semiconductor Fabrication Solutions and Thermal Processing Solutions segments.

In the first quarter of the year ended September 30, 2024, we recorded an impairment of goodwill in our Semiconductor Fabrication Solutions segment.

Additi onal information on impairment testing of goodwill is set forth in Note 10.

Additional information on impairment testing of goodwill is set forth in Note 9.

In the fourth quarter of the year ended September 30, 2025, we performed a qualitative assessment whether it is more likely than not that a reporting unit’s carrying amount exceeds its fair value, referred to as a “step zero” approach.

Based on the review of the qualitative factors, we determined it is not more likely than not that the fair value of a reporting unit is less than its carrying value, we bypassed the quantitative impairment test.

Events or circumstances we considered in performing the “step zero” qualitative assessment include macro-economic conditions, market and industry conditions, internal cost factors, share price fluctuations, and the operational stability and overall financial performance of the reporting units.

Revenue Recognition – We recognize revenue when a customer obtains control of promised goods or services in an amount that reflects the consideration expected to be received in exchange for those goods or services.

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1) Identify the contract with the customer

A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the related payment terms, (ii) the contract has commercial substance, and (iii) we determine that collection of substantially all consideration for goods and services that will be transferred is probable based on the customer’s intent and ability to pay the promised consideration.

has commercial substance, and (iii) we determine that collection of substantially all consideration for goods and services that will be transferred is probable based on the customer’s intent and ability to pay the promised consideration.

2) Identify the performance obligations in the contract

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We satisfy performance obligations either over time or at a point in time.

Revenue is recognized over time if either (i) the customer simultaneously receives and consumes the benefits provided by our performance, (ii) our performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (iii) our performance does not create an asset with an alternative use to the entity and we have an enforceable right to payment for performance completed to date.

does not create an asset with an alternative use to the entity and we have an enforceable right to payment for performance completed to date.

If we do not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer.

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Revenue for services, including maintenance services, is recognized over time based on hours incurred, as the hours incurred align to the maintenance activities performed.

We also utilize the as-invoiced practical expedient in certain

cases where performance obligations are satisfied over time and the invoiced amount corresponds directly with the value provided to the customer.

We also utilize the as-invoiced practical expedient in certain cases where performance obligations are satisfied over time and the invoiced amount corresponds directly with the value provided to the customer.

We exclude from the transaction price all sales taxes that are assessed by a governmental authority and that are imposed on and concurrent with a specific revenue-producing transaction and collected from a customer (for example, sales, use, value added, and certain excise taxes).

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These amounts generally arise from variances between the contractual payment terms and the transaction price assigned to the open performance obligations (e.g., we have recognized revenue in an amount greater than the amount that is billable under the contract).

There wer e no co ntract assets at September 30, 2024 and 2023 .

There wer e no contrac t assets at September 30, 2025 and 2024 .

Contract Liabilities – Contract liabilities are reflected in current liabilities on the Consolidated Balance Sheets as all performance obligations are expected to be satisfied within the next 12 months.

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Ending balance

As of September 30, 2024, we had approximately $ 25.3 million of remaining performance obligations, which included recognized contract liabilities as well as amounts to be invoiced and recognized in future periods.

As of September 30, 2023, we had approximately $ 51.8 million of remaining performance obligations.

The orders included in our remaining performance obligations are expected to ship within the next twelve months.

Warranty – A limited warranty is provided free of charge, generally for periods of 12 to 36 months to all purchasers of our new products and systems.

Accruals are recorded for estimated warranty costs at the time revenue is recognized.

While our warranty costs have historically been within our expectations and we believe that the amounts accrued for warranty expenditures are sufficient for all systems sold through September 30, 2024, we cannot guarantee that we will continue to experience a similar level of predictability with regard to warranty costs.

While our warranty costs have historically been within our expectations and we believe that the amounts accrued for

warranty expenditures are sufficient for all systems sold through September 30, 2025, we cannot guarantee that our warranty costs will remain predictable.

In addition, technological changes or previously unknown defects in raw materials or components may result in more extensive and frequent warranty service than anticipated, which could result in an increase in our warranty expense.

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Ending balance

Shipping Expense – Shipping expenses were $ 2.0 million, $ 2.6 million and $ 2.4 million for 2024, 2023 and 2022 , respectively, and are included in selling, general and administrative expenses.

Shipping Expense – Shipping expenses wer e $ 1.2 million and $ 2.0 million for 2025 and 2024 , respectively, and are included in selling, general and administrative expenses.

Employee Retention Tax – The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) provided an employee retention credit (“ERC”) which was a refundable tax credit against certain employment taxes.

The Consolidated Appropriations Act (the “Appropriations Act”) extended and expanded the availability of the employee retention credit through December 31, 2021.

The Appropriations Act amended the employee retention credit to be equal to 70% of qualified wages paid to employees during the 2021 calendar year.

The Company qualified for the employee retention credit for qualified wages through December 2021 and filed a cash refund claim during the calendar year ended December 31, 2023.

The employee retention credit in the amount of $ 2.1 million was received in the Company’s third fiscal quarter of 2025 and recognized as a reduction to payroll tax expense on the Condensed Consolidated Statements of Operations for the three months ended June 30, 2025.

The ERC was credited against cost of sales, selling, general and administrative, and research, development and engineering for $ 1.0 million, $ 0.8 million, and $ 0.3 million, respectively.

Advertising Expense – Advertising costs are expensed as incurred.

Advertising expenses wer e $ 0.5 million, $ 0.6 million and $ 0.4 million for 2024, 2023 and 2022 , respectively, and are included in selling, general and administrative expenses.

Advertising expense s were $ 0.4 million and $ 0.5 million for 2025 and 2024 , respectively, and are included in selling, general and administrative expenses.

Stock-Based Compensation – We measure compensation costs relating to share-based payment transactions based upon the grant-date fair value of the award.

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dollar as our reporting currency.

Our operations in the UK, China and other countries are primarily conducted in their functional currencies, the Euro, Renminbi, or the local country currency, respectively.

Our operations in the UK, China and other countries are primarily conducted in their functional currencies, the Euro, Renminbi, or

the local country currency, respectively.

Accordingly, assets and liabilities of the subsidiaries are translated into U.S.

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Net foreign currency transaction gains/losses, including transaction gains/losses on intercompany balances that are not of a long-term investment nature and non-functional currency cash balances, are reported as a separate component of non-operating (income) expense in our Consolidated Statements of Operations.

Income Taxes – We file consolidated federal income tax returns in the United States for all subsidiaries except those in China, Singapore and the UK, where separate returns are filed.

Income Taxes – We file consolidated federal income tax returns in the United States for all subsidiaries except those in China, Singapore, Malaysia and the UK, where separate returns are filed.

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and deferred tax liabilities for the expected future tax consequences of events that have been included in the financial statements.

Under this method, we determine deferred tax assets and deferred tax liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to

The effect of a change in tax rates on deferred tax assets and deferred tax liabilities is recognized in income in the period that includes the enactment date.

We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized.

We recognize deferred tax assets to the extent we believe these assets are more likely than not to be realized.

In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law and results of recent operations.

If we determine that we are not be able to realize our deferred tax assets, we make an adjustment to the deferred tax asset to recognize only the portion of the asset that is more likely than not to be realized by recording a valuation allowance.

If we determine that we are unable to realize our deferred tax assets, we make an adjustment to the deferred tax asset to recognize only the portion of the asset that is more likely than not to be realized by recording a valuation allowance.

We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

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Letters of credit are required of certain customers depending on the size of the order, type of customer or its creditworthiness, and country of domicile.

As of September 30, 2024, one Thermal Processing Solutions customer individually represe nted 12 % of accounts receivable.

As of September 30, 2025, two Thermal Processing Solutions customers individually represented 15 % and 13 % of accounts receivable.

As of September 30, 2024 , one Thermal Processing Solutions customer represented 12 % of accounts receivable.

Refer to Note 17 for information regarding revenue and assets in other countries subject to fluctuation in foreign currency exchange rates.

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The carrying value of debt under our Loan Agreement was based on fixed interest rates.

At September 30, 2023, the carrying value of the Company's total debt was $ 10.6 million, which approximated fair value.

The fair value for the Loan Agreement was estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and is therefore classified as Level 2 in the fair value hierarchy.

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Disaggregation of Income Statement Expenses” (“ASU 2023-07”), which requires disclosure of additional information about specific expense categories underlying certain income statement expense line items.

This ASU is effective for our annual periods beginning October 1, 2027, and requires either prospective or retrospective application.

This ASU is effective for our annual periods beginning October 1, 2027, and interim periods beginning October 1, 2028, and requires either prospective or retrospective application.

We are currently evaluating the impact of this ASU on our disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”), which enhances the transparency and decision usefulness of income tax disclosures.

Adjustments to the annual disclosure of income taxes include:

A tabular rate reconciliation comprised of eight specific categories.

Income taxes paid, disaggregated between significant federal, state, and foreign jurisdictions.

Eliminating requirements to disclose the nature and estimate of reasonably possible changes to unrecognized tax benefits in the next 12 months or that an estimated range cannot be made.

Adds a requirement to disclose income (or loss) from continuing operations before income tax expense (or benefit) and income tax expense (or benefit) from continuing operations disaggregated between domestic and foreign.

The ASU is effective for public business entities for fiscal years beginning on or after December 15, 2024, with early adoption permitted.

The amendments in ASU 2023-09 should be applied on a prospective basis.

Retrospective application is permitted.

This ASU is not expected to have a material effect on our financial condition or results of operations.

Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires additional annual income tax disclosures.

These include a tabular rate reconciliation comprised of eight specific categories, the disaggregation of income taxes paid between federal, state, and foreign jurisdictions, and to disaggregate income from continuing operations before income tax expense and income tax expense from continuing operations between domestic and foreign.

ASU 2023-09 eliminates the disclosure of the nature and estimate of reasonably possible changes to unrecognized tax benefits in the next 12 months or that an estimated range cannot be made.

ASU 2023-09 is effective for fiscal years beginning on or after December 15, 2024, with early adoption permitted, and can be applied on a prospective or retrospective basis.

We are currently evaluating the impact of this ASU on our disclosures.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

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The amendments in ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements.

We are currently evaluating the impact this ASU will have on our disclosures.

We adopted ASU 2023-07 in our Form 10-K for the year ended September 30, 2025 .

The adoption of this guidance impacted our disclosures only and did no t have a material impact.

See Note 15 "Reportable Segments" for more information.

There were no other new accounting pronouncements issued or effective as of September 30, 2025 that had or are expected to have a material impact on our consolidated financial statements.

On January 17, 2023 (the “Closing Date”), the Company acquired through a reverse triangular merger 100 % of the issued and outstanding shares of capital stock of Entrepix, Inc., an Arizona corporation (“Entrepix”), which primarily manufactures chemical mechanical polishing (“CMP”) technology.

Entrepix’s CMP technology portfolio and water cleaning equipment complements our existing substrate polishing and wet process chemical offerings.

Under the terms of the Agreement and Plan of Merger dated January 17, 2023 (the “Merger Agreement”), Emerald Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), merged with and into Entrepix (the “Merger”), resulting in Entrepix surviving the Merger and becoming a wholly-owned subsidiary of the Company (the “Acquisition”).

On the Closing Date, in contemplation of the Acquisition, the Company entered into a Loan and Security Agreement with UMB Bank, N.A.

(the “Lender”), under which the Lender provided the Company with (i) a $ 12.0 million term loan maturing January 17, 2028 (“Term Loan”), and (ii) an $ 8.0 million revolving loan facility maturing January 17, 2024 (see Note 12).

The proceeds of the Term Loan were used to partially fund the Acquisition.

The Acquisition is accounted for using the acquisition method of accounting for business combinations under FASB ASC Topic No.

805, Business Combinations (“ASC 805”), with Amtech representing the accounting acquirer under this guidance.

The Company elected to apply pushdown accounting per ASC 805-50-50-5.

Summary of Consideration Transferred – The total consideration for the Acquisition was $ 39.2 million, consisting of $ 35.2 million cash consideration to the sellers and $ 4.0 million cash paid for debt and Entrepix transaction costs.

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.

Such assets include synergies the Company expects to achieve, such as deeper penetration into an overlapping customer base, complementary product offerings, and cost redundancy reductions.

In accordance with the measurement principles in ASC 820, "Fair Value Measurement", the purchase consideration for the Acquisition has been allocated under the acquisition method of accounting to the estimated fair market value of the net assets acquired, including a residual amount of goodwill, none of which is deductible for tax purposes.

The recorded amounts of acquired accounts receivable and accounts payable approximate their fair value because of the short maturities of these assets and liabilities.

The fair value of acquired property, plant and equipment was based on quoted market prices for similar assets in active markets.

The fair value of acquired identifiable intangible assets were estimated using various valuation methodologies, including the multi-period excess earnings method, the relief from royalty method and the distributor method.

Amtech’s acquisition costs incurred we re $ 2.5 million as of the year ended September 30, 2023, and were recorded as selling, general and administrative expenses in the accompanying Consolidated Statements of Operations .

The following table summarizes the provisional fair values assigned to identifiable assets acquired and liabilities assumed, in thousands:

September 30, 2023

Fair value of total cash consideration transferred

Estimated fair value of identifiable assets acquired and liabilities assumed:

Cash and cash equivalents

Accounts receivable, net

Other current assets

Property, plant, and equipment

Right-of-use assets

Intangible assets

Total assets acquired

Accounts payable

Other accrued liabilities

Contract liabilities

Income taxes payable

Current portion of long-term operating lease liabilities

Long-term operating lease liabilities

Deferred tax liability

Total liabilities assumed

Net assets acquired

The establishment of the allocation to goodwill requires the extensive use of accounting estimates and management judgment.

In accordance with ASC 805, the Company has up to one year from the acquisition date (referred to as the measurement period) to account for changes in the fair values of the identifiable assets acquired and the liabilities assumed in the acquired entity.

As of January 17, 2024, the measurement period is closed.

The fair value associated with acquired intangible assets and their associated weighted-average amortization periods consist of the following, in thousands:

Classification of Amortization

Weighted-Average

Amortization Period

Developed technology

Cost of sales

Customer relationships

Selling, general and administrative

Noncompetition agreements

Selling, general and administrative

Total intangible assets

Unaudited Pro Forma Financial Information – Entrepix is included in the Company’s consolidated results beginning January 17, 2023.

Total revenues and net loss attributable to Entrepix for the period from January 17, 2023 to September 30, 2023 wer e $ 18.6 million and $( 3.7 ) million, respectively.

The following unaudited pro forma financial information presents the combined results of operations of Amtech and Entrepix, in thousands, as if the acquisition occurred on October 1, 2021.

The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on the date indicated or of results that may occur in the future.

Year Ended September 30,

Revenues, Net

Net (Loss) Income

The unaudited pro forma financial information presented above include the following adjustments:

Year ended September 30, 2023 and September 30, 2022

• incremental of amortization expense on intangible assets acquired of $ 1.0 million and $ 3.9 mill ion for the year ended September 30, 2023 and September 30, 2022, respectively;

• reversal of depreciation expense for property, plant, and equipment of $ 0.2 million and $ 0.2 million for the year ended September 30, 2023 and September 30, 2022, respectively;

• incremental interest expense on the Term Loan of $ 0.6 million and $ 0.7 million for the year ended September 30, 2023 and September 30, 2022, respectively;

• non-recurring adjustments directly attributable to the business combination, including acquisition related costs of $ 2.5 million for the year ended September 30, 2022.

The unaudited pro forma financial information includes adjustments to align accounting policies, which were materially similar to the Company’s accounting policies.

Any differences in accounting policies were adjusted to reflect the accounting policies of the Company in the unaudited pro forma financial information presented.

Earnings Per Share & Diluted Earnings Per Share

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Years Ended September 30,

Net (loss) income

Weighted-average shares used to compute basic EPS

Dilutive potential common shares due to stock

Dilutive potential common shares due to stock options (1)

Dilutive potential common shares due to RSUs (1)

Weighted-average shares used to compute diluted EPS

(Loss) Income per share:

Net (loss) income per basic share

Net (loss) income per diluted share

Loss per share:

Net loss per basic share

Net loss per diluted share

(1) The number of common stock equivalents is calculated using the treasury stock method and the average market price during the period.

In 2024, we recorded severance expense of $ 0.4 million.

In 2025 and 2024, we recorded severance expense of $ 0.7 million and $ 0.4 million, respectively.

This related primarily to staff reductions across our locations as we shifted more work to contract manufacturers and dealt with decreasing demand.

We recorded severance expense of $ 0.7 million in 2023.

This charge primarily relates to the retirement of our founder.

The outstanding obligations are as follows, in thousands:

Years Ended September 30,

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Finished goods

In the Semiconductor Fabrication Solutions segment, we recorded $ 0.4 million and $ 1.5 million related to the write-off of inventory for our polishing machine products in the years ended September 30, 2024 and 2023, respectively.

Property, Plan t and Equipment

We recorded $ 6.0 million related to the write-off of inventory for closing of a product line in the year ended September 30, 2025.

W e recorded $ 0.4 million related to the write-off of inventory for our polishing machine products in the year ended September 30, 2024.

Property, Plant and Equipment

The following is a summary of property, plant and equipment, in thousands:

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Accumulated depreciation and amortization

Depreciation wa s $ 2.1 mil lion, $ 1.9 million and $ 1.6 million in 2024, 2023 and 2022 , respectively.

Sale and Lea seback of Real Estate

Depreciation wa s $ 2.3 million and $ 2.1 million in 2025 and 2024 , respectively.

Sale and Leaseback of Real Estate

On June 23, 2022, BTU completed the sale and leaseback of its building in Massachusetts (the “Property”).

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Selling, general and administrative expenses

Short-term lease cost

Cost of sales

Total lease cost

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Present value of lease liabilities

Operating lease payments inclu de $ 2.3 mil lion related to options to extend lease terms that are reasonably certain of being exercised.

During 2023, we reassessed the options to extend the term of the lease on our manufacturing facility in Carlisle, Pennsylvania, and determined it was not reasonably certain that Amtech would exercise those options.

As a result, we reduced our ROU Asset and the related ROU Operating Lease liability by $ 2.7 million.

Operating lease payments inclu d e $ 2.3 million rel ated to options to extend lease terms that are reasonably certain of being exercised.

The following table provides information about the remaining lease terms and discount rates applied:

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Finance leases

Intangib le Assets

Intangible Assets

Intangible assets consist of the following, in thousands:

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Intangible assets are amortized over a weighted-average amortization period of 6.5 years.

Our customer relationship and trade name intangible assets are amortized over weighted-average amortization periods of 4.6 and 3.4 years, respectively.

Our customer relationship and trade name intangible assets are amortized over weighted-average amortization periods of 2.0 and 4.5 y ears, respectively.

We review our intangible assets for impairment when events or circumstances indicate the carrying value may not be recoverable.

Except as discussed below, we concluded that a triggering event had not occurred that would more likely than not reduce the fair value of intangible assets below their carrying value.

We identified a triggering event at the end of September 2023, primarily related to the prolonged downturn and general economic conditions in the semiconductor market, in addition to delays in the adoption of next-gen polishing tools, which reduced our cash flow projections.

This triggering event indicated we should test the related long-lived assets for impairment in our Semiconductor Fabrication Solutions segment.

We tested each identified asset group within our Semiconductor Fabrication Solutions segment by first performing a recoverability test, comparing projected undiscounted cash flows from the use and eventual disposition of each asset group to its carrying value.

This test indicted that the undiscounted cash flows were not sufficient to recover the carrying value of certain asset groups.

We then compared the carrying value of the individual long-lived assets within those asset groups against their fair value in order to determine if impairment existed.

Determining the fair value of those asset groups involves the use of significant estimates and assumptions, including projections of revenues and expenses and related cash flows based on assumed long-term growth rates and demand trends, and estimated discount rates based on the asset group's weighted average return on assets, as derived from various methods.

The fair value of the intangible assets were estimated using various valuation methodologies, including the multi-period excess earnings method, the relief from royalty method and the distributor method.

These fair value measurements fall under Level 3 of the fair value hierarchy.

As a result, we recorded a total impairment charge for intangible assets in our Semiconductor Fabrication Solutions segment of $ 5.2 million during

the year ended September 30, 2023.

This impairment charge relates to developed technology and backlog at Entrepix and customer relationships at Intersurface Dynamics.

Additionally, at the end of December 2023, we identified a triggering event.

At the end of December 2023, we identified a triggering event.

As a result of the decline in our stock price as of December 31, 2023, our book value materially exceeded our market value.

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The fair value of the intangible assets were estimated using various valuation methodologies,

including the multi-period excess earnings method, the relief from royalty method and the distributor method.

These fair value measurements fall under Level 3 of the fair value hierarchy.

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This impairment charge relates to developed technology, trade name, customer relationships and non-competition agreements at Entrepix.

Amortization expense related to intangible assets w as $ 0.8 mi llion, $ 3.1 million and $ 0.1 million in 2024, 2023 and 2022 , respectively.

Additionally, at the end of March 2025, the Company lowered its guidance for the second quarter of fiscal year 2025 and reset projections for the rest of the year due to a prolonged weakness in the mature node semiconductor market driven by high inventory, tepid demand, and geopolitical tensions.

As disclosed in the Goodwill section below, this resulted in a triggering event for impairment of goodwill.

The results of the goodwill impairment test indicated that the book value of our Semiconductor Fabrication Solutions segment and Thermal Processing Solutions segment was in excess of fair value and was impaired.

Prior to recognizing any impairment of goodwill, we tested the related long-lived assets for impairment in our Semiconductor Fabrication Solutions and Thermal Processing Solutions segments.

We tested each identified asset group within each segment by first performing a recoverability test, comparing projected undiscounted cash flows from the use and eventual disposition of each asset group to its carrying value.

This test indicated that the undiscounted cash flows were not sufficient to recover the carrying value of certain asset groups within our Semiconductor Fabrication Solutions segment.

We then compared the carrying value of the individual long-lived assets within those asset groups against their fair value in order to determine if impairment existed.

The fair value of the intangible assets was estimated using various valuation methodologies, including the multi-period excess earnings method and the relief from royalty method and the distributor method.

These fair value measurements fall under Level 3 of the fair value hierarchy.

As a result, we recorded a total impairment charge for intangible assets in our Semiconductor Fabrication Solutions segment of $ 2.6 million during the quarter ended March 31, 2025.

The $ 2.6 million impairment consists of $ 1.8 million for customer relationships and $ 0.8 million for trade names primarily at Entrepix.

Amortization expense related to intangible assets was $ 0.3 million and $ 0.8 million in 2025 and 2024 , respectively.

Future amortization expense for the remaining unamortized balance as of September 30, 2025 is estimated as follows, in thousands:

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On January 17, 2023, we acquired Entrepix, which has been integrated into our Semiconductor Fabrication Solutions segment.

Under the purchase method of accounting, the purchase price for the acquisition was allocated to the tangible

and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values.

Under the purchase method of accounting, the purchase price for the acquisition was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values.

The excess purchase price over fair value of net assets acquired of approximately $ 16.5 million was recorded as goodwill in the Semiconductor Fabrication Solutions segment.

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We review goodwill for impairment when events or circumstances indicate the carrying value may not be recoverable.

We performed our annual test of goodwill impairment as of September 30.

We performed our annual test of goodwill impairment as of September 30, 2025 and 2024.

The results of the goodwill impairment test indicated that the fair value of both our Thermal Processing and Semiconductor Fabrication Solutions reporting units were in excess of the carrying value, and, thus, were not impaired.

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As a result of the decline in our stock price as of December 31, 2023, our book value materially exceeded our market value leading to a $ 6.4 million impairment charge in fiscal 2024.

Additionally, as of March 31, 2025, the Company lowered its guidance for the second quarter of fiscal year 2025 and reset projections for future periods due to prolonged weakness in the mature node semiconductor market driven by high inventory, tepid demand, and geopolitical tensions.

This triggering event indicated a need to test goodwill for impairment.

The goodwill impairment test indicated book value was in excess of fair value by $ 15.4 million for our Semiconductor Fabrication Solutions segment and $ 5.0 million for our Thermal Processing Solutions segment.

As a result, we recorded a $ 20.4 million impairment charge in the period ended March 31, 2025.

Determining the fair value of a reporting unit involves the use of significant estimates and assumptions.

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The calculation of fair value falls under Level 3 of the fair value hierarchy.

In come Taxes

Income Tax (Benefit) Provision

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Years Ended September 30,

The components of the (benefit) provision for income taxes are as follows, in thousands:

The components of the provision for income taxes are as follows, in thousands:

Years Ended September 30,

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Total deferred

Total provision (benefit)

Total provision

A reconciliation of actual income taxes to income taxes at the expected U.S.

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Valuation allowance for net deferred tax assets

Uncertain tax items

Tax rate differential

Goodwill impairment

Withholding taxes

Deferred Income Taxes and Valuation Allowance

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The deferred tax valuation allowance increased by $ 2.4 million and $ 1.2 million for the years ended September 30, 2025 and 2024, respectively.

During the year ended September 30, 2023, we released a portion of our valuation allowance in connection with a deferred tax liability related to the Entrepix acquisition.

In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

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deferred tax assets, after considering all of the available objective evidence, both positive and negative, historical and prospective, with greater weight given to historical objective evidence, and determined it is not more likely than not that these assets will be realized.

We have established a partial valuation allowance on certain foreign deferred tax assets that we consider it is more likely than not will not be realized.

We intend to permanently reinvest undistributed earnings of our foreign subsidiaries.

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Net Operating Losses

As of September 30, 2024, we ha ve federal net operating loss carryforwards of approximately $ 10.0 million that expire at various times between 2032 and 2035 .

As of September 30, 2025, w e have federal net operating loss carryforwards of approximately $ 10.0 million that expire at various times between 2032 and 2035 .

The utilization of those federal net operating losses is limited to approximately $ 0.8 million per year.

Additionally, we have federal net operating loss carryforwards of approximately $ 69.4 million that have an indefi nite carryforward period.

The utilization of those federal net operating losses is limited to 80 % of taxable income after 2021.

Additionally, we have federal net operating loss carryforwards of approximately $ 74.3 million that have an indefinite carryforward period.

The utilization of those federal net operating losses is limited to 80 % of taxable income.

We h ave no foreign net operating loss carryforwards as of September 30, 2025.

We have approximate ly $ 16.7 million of state net operating loss carryforwards, with various expiration dates and limitations on utilization, depending on the state.

As of September 30, 2024 , we have approximately $ 1.8 million of Foreign Tax Credit carryforwards that expire at various times between 2030 and 2034 and approximately $ 0.5 million of Federal and State Research and Development credits that expire at various times between 2029 and 2043 .

We have approxi mately $ 19.1 million of state net operating loss carryforwards, with various expiration dates and limitations on utilization, depending on the state.

As of September 30, 2025, we have ap proximately $ 2.7 million o f Foreig n Tax Credit carryforwards that expire at various times between 2030 and 2035 and approximately $ 0.6 million of Fed eral and State Research and Development credits that expire at various times between 2035 and 2045 .

Uncertain Tax Positions

We have included all of our liabilities for uncertain tax positions with income taxes payable long-term.

A reconciliation of the beginning and ending amount of our unrecognized tax benefits is summarized as follows, in thousands:

Years Ended September 30,

Balance at beginning of the year

Additions related to tax positions taken in prior years

Reductions due to resolution of uncertain tax position

Balance at the end of the year

During fiscal 2023, we reversed our previous accrual of uncertain tax positions in the amount of $ 1.0 million.

This reversal was reflected in the income tax (benefit) provision line of the Consolidated Statements of Operations.

The reversal resulted from the expiration of the applicable statute of limitations.

For the years ended September 30, 2025 and 2024 we had no unrecognized tax benefit.

Tax Return Matters

We file income tax returns in China and other foreign jurisdictions, as well as the U.S.

We file income tax returns in China, Singapore, Malaysia and the UK, as well as the U.S.

and various states in the U.S.

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September 30,

Revolving credit facility

Finance leases

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Finance Lease Liabilities and Long-Term Debt

Interest expense on finance lease liabilities and long-term debt was $ 0.6 mil lion, $ 0.5 million and $ 0.1 million in 2024, 2023 and 2022, respectively.

Interest expense on finance lease liabilities and long-term debt was $ 25,000 and $ 0.6 million in 2025 and 2024, respectively.

Annual maturities relating to our long-term debt as of September 30, 2025 are as follows, in thousands:

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Loan and Security Agreement

On January 17, 2023, we entered into a Loan and Security Agreement (the “Loan Agreement”) by and among Amtech, its U.S.

based wholly owned subsidiaries Bruce Technologies, Inc., a Massachusetts corporation, BTU International, Inc., a Delaware corporation, Intersurface Dynamics, Incorporated, a Connecticut corporation, P.R.

Hoffman Machine Products, Inc., an Arizona corporation, and Entrepix, Inc., an Arizona corporation (collectively the “Borrowers”) and UMB Bank, N.A., national banking association (the “Lender”).

The Loan Agreement provides for (i) a term loan (the “Term Loan”) in the amount of $ 12.0 million maturing January 17, 2028 , and (ii) a revolving loan facility (the “Revolver”) with an availability of $ 8.0 million maturing January 17, 2024 .

The recorded amount of the Term Loan has a fixed interest rate of 6.38 %.

The Revolver has a floating per annum rate of interest equal to the Prime Rate, adjusted daily.

Under the Loan Agreement, we are required to pay a non-utilization fee equal to 0.125% of any unused portion of the Revolver in excess of any letter of credit obligations.

The Term Loan and Revolver are secured by a first priority lien on substantially all of the Borrowers’ assets (other than certain customary excluded assets) and the Loan Agreement contains customary events of default, representations and warranties, and covenants that restrict the Borrowers’ ability to, among other things, incur additional indebtedness, other than permitted indebtedness, enter into mergers or acquisitions, sell or otherwise dispose of assets, or pay dividends, subject to customary exceptions.

The Loan Agreement additionally contains financial covenants such that, as of the end of each of their fiscal quarters, beginning March 31, 2023, the Borrowers must maintain (i) a ratio of consolidated debt owed to Lender to consolidated EBITDA (as defined in the Loan Agreement) for such fiscal quarter, of not greater than 1.50 to 1.00, through December 31, 2024, based on a building four quarters (as described in the Loan Agreement), and then 1.00 to 1.00 each fiscal quarter thereafter, (ii) a ratio of (a) the total for such fiscal quarter of EBITDAR (as defined in the Loan Agreement) minus the sum of all income taxes paid in cash plus cash dividends/distributions plus maintenance Capital Expenditures (as defined in the Loan Agreement) plus management fees paid in cash, to (b) the sum for such fiscal quarter of (1) Interest Charges (as defined in the Loan Agreement) plus (2) required payments of principal on

Debt (as defined in the Loan Agreement) (including the Term Loan, but excluding the Revolver) plus (3) operating lease/rent expense, of not less than 1.30 to 1.00 based on a building four quarters (as described in the Loan Agreement), and (iii) a consolidated working capital of current assets (excluding related party receivables and prepaid expenses) minus current liabilities of at least $ 35.0 million.

At September 30, 2023, we were not in compliance with the Debt to EBITDA and Fixed Charge Coverage Ratio financial covenants under our Loan Agreement.

On December 5, 2023, we entered into a Forbearance & Modification Agreement (the “Forbearance Agreement”) with UMB Bank related to such non-compliance, pursuant to which UMB Bank agreed to forbear from exercising its rights and remedies available to it as a result of such defaults.

We will be operating under the terms of such Forbearance Agreement through January 17, 2025 (the “Forbearance Period”).

The Forbearance Agreement also amends the Loan Agreement to, among other things, (i) increase the availability under the revolving line of credit from $ 8.0 million to $ 14.0 million (the "Revolver"), and (ii) reduce the term loan commitment from $ 12.0 million to $ 4,423,200 (the “Term Loan”).

The Revolver maturity date was extended one year to January 17, 2025 and the Term Loan maturity date was extended from January 17, 2028 to January 17, 2029 .

Both the Revolver and the Term Loan have a floating per annum rate of interest equal to the Prime Rate, adjusted daily, plus the Applicable Margin (as such terms are defined in the Loan Agreement).

We are required to pay a non-utilization fee equal to 0.125 % of any unused portion of the Revolver in excess of any letter of credit obligations.

As of September 30, 2023, no amounts were borrowed against the Revolver and there were no letters of credit outstanding.

As of the effective date of the Forbearance Agreement, $ 10.0 million will be drawn under the Loan Agreement, which includes $ 4.4 million under the Term Loan and $ 5.6 million under the Revolver.

Future borrowings, if any, under the Loan Agreement are subject to, among other things, having sufficient unencumbered Eligible Accounts, Eligible Foreign Accounts and Eligible Inventory (as such terms are defined in the Loan Agreement) to meet the borrowing base requirements included in the amended Loan Agreement.

Under the amended Loan Agreement, the Company is required to comply with the following financial covenants:

(i) maintaining, on a consolidated basis, a minimum consolidated EBITDA (as defined in the Loan Agreement) for the fiscal quarter ending December 31, 2023 through the twelve-month period ending September 30, 2024, based on a building four quarters (as described in the Loan Agreement) (the “Minimum EBITDA Covenant”);

(ii) commencing for the fiscal year ending September 30, 2024, a ratio of (a) the total for such fiscal year of EBITDAR (as defined in the Loan Agreement) minus the sum of all income taxes paid in cash plus cash dividends/distributions plus maintenance Capital Expenditures (as defined in the Loan Agreement) plus management fees paid in cash, to (b) the sum for such fiscal quarter of (1) Interest Charges (as defined in the Loan Agreement) plus (2) required payments of principal on Debt (as defined in the Loan Agreement) (including the Term Loan, but excluding the Revolver) plus (3) operating lease/rent expense, of not less than 1.30 to 1.00 based on a trailing four (4) quarter basis (the “Fixed Charge Coverage Ratio Covenant”);

and (iii) a consolidated working capital of current assets (excluding related party receivables and prepaid expenses) minus current liabilities of at least $ 35.0 million.

The Minimum EBITDA Covenant replaced the Senior Debt to EBITDA covenant sent forth in the original Loan Agreement.

On January 17, 2023, we entered into a Loan and Security Agreement (the “Loan Agreement”) among Amtech, its U.S.

based wholly owned subsidiaries Bruce Technologies, Inc., BTU International, Inc., Intersurface Dynamics, Incorporated, P.R.

Hoffman Machine Products, Inc., and Entrepix, Inc., and UMB Bank, N.A., national banking association.

The Loan Agreement provided for (i) a term loan (the “Term Loan”) in the amount of $ 12.0 million maturing January 17, 2028 , and (ii) a revolving loan facility (the “Revolver”) with an availability of $ 8.0 million maturing January 17, 2024 , each of which were secured by a first priority lien on substantially all of our assets.

The recorded amount of the Term Loan had an interest rate of 6.38 % and the Revolver had a floating per annum rate of interest equal to the Prime Rate, adjusted daily.

The Loan Agreement was fully repaid in the fourth quarter of 2024 and was subsequently terminated effective September 11, 2024.

See the disclosure in our prior filings with the SEC for a discussion of the financial covenants that were in effect under the Loan Agreement, our failure to comply with the Debt to EBITDA and Fixed Charge Coverage Ratio covenants thereunder, and the Forbearance and Modification Agreement that we operated under prior to terminating this credit facility.

Finance Lease Obligations

Our finance lease obligations totaled $ 0.3 million and $ 0.1 million as of September 30, 2024 and September 30, 2023, respectively.

Our finance lease obligations totaled $ 0.3 million as of September 30, 2025 and September 30, 2024, respectively.

The current and long-term portions of our finance leases are included in the current and long-term portions of finance lease liabilities and long-term debt in the table above and in our Consolidated Balance Sheets as of September 30, 2025 and 2024.

Equity and Stock-B ased Compensation

Stock Repurchase Plans

The following table summarizes information related to our stock repurchase plans, in thousands, except share and per share amounts:

Name of Stock Repurchase Plan

Date Approved by Board

Amount Authorized ($)

Amount Used for Repurchases ($)

Average Price Paid per Share ($)

Shares Repurchased (#)

Amount Available for Repurchases ($)

Fiscal Year of Repurchases

2023 Stock Repurchase Plan

2022 Stock Repurchase Plan

2021 Stock Repurchase Plan

All repurchased shares have been retired.

Equity and Stock-Based Compensation

Stock-Based Compensation Expense

Stock-based compensation expenses of $ 1.5 million, $ 1.3 million and $ 0.5 million for 2024, 2023 and 2022, respectively, are included in selling, general and administrative expenses.

As of September 30, 2024, total compensation cost related to non-vested stock options not yet recognized is $ 1.3 million, which is expected to be recognized over the next 1.33 years on a weighted-average basis.

As of September 30, 2024, total compensation cost related to nonvested RSUs not yet recognized is $ 0.1 million, which is expected to be recognized over the next year.

Stock-based compensation expenses of $ 1.2 million and $ 1.5 million for 2025 and 2024, respectively, are included in selling, general and administrative expenses.

As of September 30, 2025, total compensation cost related to non-vested stock options not yet recognized i s $ 0.4 million, which is expected to be recognized over the next 1.07 y ears on a weighted-average basis.

As of September 30, 2025, total compensation cost related to nonvested RSUs not yet recognized i s $ 0.6 million, which is expected to be recognized over the next 2.08 years.

Amtech Equity Compensation Plans

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$ 4.32 -$ 15.43

The aggregate intrinsic values of options outstanding and options exercisable as of September 30, 2024 were approximate ly $ 0.2 million and $ 0.1 milli on, respectively, which represents the total pre-tax intrinsic value, based on our closing stock price of $ 5.80 per s hare as of September 30, 2024, the last business day of our fiscal year, which would have been received by the option holders had all option holders exercised their options as of that date.

intrinsic value of stock options exercised was $ 17,000 , $ 0.6 m illion and $ 0.8 million in 2024, 2023 and 2022, respectively.

The aggregate intrinsic values of options outstanding and options exercisable as of September 30, 2025 were approxima tely $ 2.5 million and $ 1.8 million, respectively, which represents the total pre-tax intrinsic value, based on our closing stock price of $ 9.26 per share as of September 30, 2025, the last business day of our fiscal year, which would have been received by the option holders had all option holders exercised their options as of that date.

The total intrinsic value of stock options exercised was $ 93,000 and $ 17,000 in 2025 and 2024, respectively.

The following table summarizes our RSU activity during the year ended September 30, 2025:

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(1) The aggregate fair value of vested RSU's represent the total pre-tax fair value, based on the closing stock price on the day of vesting, which would have been received by holders of RSU's had all such holders sold their underlying shares on that date.

(2) The aggregate fair value of the nonvested RSU's and represents the total pre-tax fair value, based on our closing stock price of $ 5.80 as of September 30, 2024, the last trading day of our fiscal year, which would have been received by holders of RSU's had all such holders sold their underlying shares on that date.

Bene fit Plans

(2) The aggregate fair value of the nonvested RSU's and represents the total pre-tax fair value, based on our closing stock price o f $ 9.26 as of September 30, 2025, the last trading day of our fiscal year, which would have been received by holders of RSU's had all such holders sold their underlying shares on that date.

Benefit Plans

We have retirement plans covering substantially all our employees.

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however, an employee may opt out at their election.

The match expense w as $ 0.4 m illion, $ 0.5 million and $ 0.4 million in 2024, 2023 and 2022, respectively.

The matc h expense was $ 0.3 million a nd $ 0.4 million in 2025 and 2024, respectively.

Pension Plan – Our hourly union employees in Pennsylvania participate in a multi-employer pension plan, the NIGPP, in accordance with the union agreement between PR Hoffman and the United Automobile, Aerospace and Agriculture Implement Workers of America.

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Commitments and Contingencies

Purchase Obligations – As of September 30, 2024, we had unrecorded purchase obligations in the amount o f $ 12.1 million.

Purchase Obligations – As of September 30, 2025, we had unrecorded purchase obligations in the amount of $ 4.0 million.

These purchase obligations consist of outstanding purchase orders for goods and services.

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Although the outcome of claims and litigation is inherently unpredictable, we believe that we have adequate provisions for any probable and estimable losses.

It is possible, nevertheless, that our consolidated financial position, results of operations or liquidity could be materially and adversely affected in any particular period by the

resolution of a claim or legal proceeding.

It is possible, nevertheless, that our consolidated financial position, results of operations or liquidity could be materially and adversely affected in any particular period by the resolution of a claim or legal proceeding.

Legal expenses related to defense, negotiations, settlements, rulings and advice of outside legal counsel are expensed as incurred.

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If severance payments under the current employment contracts or severance plans were to become payable, the severance payments would generally range from six to twelve months of salary.

Report able Segments

Reportable Segments

In the operation of the business, management, including our Chief Operating Decision Maker (“CODM”), who is also our Chief Executive Officer , reviews certain financial information, including segmented internal profit and loss statements.

The primary profitability measure used by the CODM to review segment operating results is net income.

The CODM uses net income to allocate resources during our annual planning process and throughout the year, as well as to assess the performance of our segments, primarily by monitoring actual results compared to prior period and expected results.

Amtech has two operating segments that are structured around the types of product offerings provided to our customers.

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Our two reportable segments are as follows:

Thermal Processing Solutions (formerly Semiconductor) – We design, manufacture, sell and service thermal processing equipment and related controls for use by leading semiconductor manufacturers, and in electronics, automotive and other industries.

Semiconductor Fabrication Solutions (formerly Material and Substrate) – We provide consumables, parts and service, and equipment for producing silicon carbide, silicon and gallium nitride wafers, optical components and a variety of crystalline materials.

Thermal Processing Solutions – We design, manufacture, sell and service thermal processing equipment and related controls for use by leading semiconductor manufacturers, and in electronics, automotive and other industries.

Semiconductor Fabrication Solutions – We provide consumables, parts and service, and equipment for producing silicon carbide, silicon and gallium nitride wafers, optical components and a variety of crystalline materials.

Information concerning our reportable segments is as follows, in thousands:

Years Ended September 30,

Year Ended September 30, 2025

Thermal Processing Solutions

Semiconductor Fabrication Solutions

Intangible asset impairment

Selling & marketing

General & administrative

Research & development

Loss on sale of fixed assets

Goodwill impairment

Intangible asset impairment

Severance expense

Operating income (loss)

Thermal Processing Solutions

Semiconductor Fabrication Solutions

Non-segment related

Years Ended September 30,

Capital expenditures:

Interest income

Interest expense

Other segment items (1)

Non-segment items (2)

(1) Other segment items consists primarily of expenses related to foreign currency gain or loss and income tax provision (benefit).

Thermal Processing Solutions and Semiconductor Fabricated Solutions income tax provision was $ 1.4 million and $ 13,000 .

(2) Non-segment items consists primarily of expenses related to corporate salaries and professional services expenses, income tax, interest income and interest expense.

Year Ended September 30, 2024

Thermal Processing Solutions

Semiconductor Fabrication Solutions

Non-segment related

Depreciation and amortization expense:

Intangible asset impairment

Selling & marketing

General & administrative

Research & development

Goodwill impairment

Intangible asset impairment

Severance expense

Operating income (loss)

Interest income

Interest expense

Other segment items (1)

Non-segment items (2)

Net income (loss)

(1) Other segment items consists primarily of expenses related to foreign currency gain or loss and income tax provision (benefit).

Thermal Processing Solutions and Semiconductor Fabricated Solutions income tax provision (benefit) was $ 0.8 million and ($ 0.2 ) million, respectively.

(2) Non-segment items consists primarily of expenses related to corporate salaries and professional services expenses, gain on sale of assets, income tax, interest income and interest expense.

September 30,

Depreciation and amortization:

Thermal Processing Solutions

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Non-segment related*

* Non-segment related to depreciation and amortization expense at corporate.

September 30,

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* Non-segment related assets include cash, property and other assets.

Major Customer s and Sales by Country

In 2024, no customers accounted for 10% of net revenues.

In 2023 , one Thermal Processing Solutions customer accounted for 11 % of net revenues.

In 2022 , two Thermal Processing Solutions customers accounted for 14 % and 12 % of net revenues.

Major Customers and Sales by Country

In 2025 and 2024 no customers accounted for 10% of net revenues.

The percentages of our net revenues were to customers in the following geographic regions:

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Czech Republic

Geograph ic Regions

United Kingdom

Geographic Regions

We have operations in the United States and China, as well as satellite offices in Europe and Asia.

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United States*

* United States revenue includ es $ 14.7 m illion, $ 17.0 million and $ 22.7 million in 2024, 2023 and 2022, respectively, related to the products manufactured in our China facility but sold through our Massachusetts facility.

* United States revenue include s $ 20.8 million and $ 14.7 million in 2025 and 2024, respectively, related to the products manufactured in our China facility but sold through our Massachusetts facility.

September 30,

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United States

Subsequent Event

Stock Repurchase Program

On December 9, 2025, the Board of Directors (the “Board”) of Amtech Systems, Inc.

(the “Company”) authorized and approved a share repurchase program for up to $ 5 million of the currently outstanding shares of the Company’s common stock over a period of 12 months.

Under the stock repurchase program, the Company intends to repurchase shares through open market purchases, privately-negotiated transactions, block purchases, 10b5-1 plans, or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”).

The Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities.

Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.

This report contains forward-looking information, as that term is defined under the Exchange Act, including information regarding purchases by the Company of its common stock pursuant to any Rule 10b5-1 trading plans.

By their nature, forward-looking information and statements are subject to risks, uncertainties, and contingencies, including changes in price and volume and the volatility of the Company’s common stock;

adverse developments affecting either or both of prices and trading of exchange-traded securities, including securities listed on the Nasdaq Global Select Market;

and unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of the Company.

The Company does not undertake to update any forward looking statements or information, including those contained in this report.

CHANGES IN AND DISAGREEMENTS WITH ACCO UNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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Management’s Report on Internal Control Over Financial Reporting

To the Shareholders of Amtech Systems, Inc.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (iii) 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.

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles.

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 risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an assessment of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) as issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation we believe that, as of September 30, 2024, our internal controls over financial reporting was effective based on those criteria.

Our independent registered public accounting firm, KPMG LLP, has issued a Report of Independent Registered Public Accounting Firm related to our internal control over financial reporting, which can be found in Item 8 of this Annual Report on Form 10-K.

Remediation of Previously Disclosed Material Weaknesses

As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, we identified two material weaknesses in our internal controls over financial reporting.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In relation to the material weakness identified in the areas of goodwill and intangible assets, we have evaluated the design of internal controls over non-routine and complex transactions, including the preparation and review of the

third-party service provider valuation reports.

As a result of our evaluation, our management, under the oversight of our Audit Committee, has redesigned existing controls and implemented new controls to remediate the control deficiencies giving rise to the material weakness.

With respect to the material weakness related to general information technology controls, our management, under the oversight of our Audit Committee, has evaluated the current processes and has redesigned existing controls and implemented new controls to remediate the control deficiencies giving rise to this material weakness.

Remediation efforts include, but are not limited to:

• Assessing and formalizing the design of certain information technology policies.

• Developing monitoring controls and protocols that will allow us to timely assess the design and operating effectiveness of the new controls.

• Strengthening of user access reviews and enhanced procedures surrounding program change management for systems supporting substantially all of the Company’s internal control processes.

• Assessing segregation of duties within the Company’s business processes.

Based upon the above, we believe the steps taken have improved the effectiveness of our internal control over financial reporting and we have determined that these new or redesigned controls are operating effectively

The management of Amtech Systems, Inc.

is responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

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.

Because of its inherent limitation, our internal control systems and procedures may not prevent or detect misstatements.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the controls system are met.

Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in condition, or that the degree of compliance with the policies and procedures may deteriorate.

Our management performed an assessment of the effectiveness of our internal control over financial reporting as of September 30, 2025, utilizing the criteria established in the “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The objective of this assessment was to determine whether our internal control over financial reporting was effective as of September 30, 2025.

Based on its assessment, manage has concluded that, as of September 30, the Company’s internal control over financial reporting is effective.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2024 that materially affected, or are reasonably likely to materially affect, the internal control over financial reporting of the Company.

There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting of the Company.

OTHE R INFORMATION

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Consent of Independent Registered Public Accounting Firm - KPMG LLP

Consent of Independent Registered Public Accounting Firm - Grant Thornton LLP

Powers of Attorney

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December 14, 2023

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Extension Schema Document

Inline Taxonomy Presentation Linkbase Document

Inline XBRL Taxonomy Calculation Linkbase Document

Inline XBRL Taxonomy Label Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

The cover page for the Company’s Annual Report on Form 10-K for the year ended September 30, 2024, has been formatted in Inline XBRL

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Indicates management contract or compensatory plan.

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December 10, 2025

Jenke, Attorney-In-Fact**

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis