What changed in this filing

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Item 1. Business

2026-02-25 compared with 2025-02-14 · 47 added, 42 removed, 172 unchanged (34% of the section changed)

5 unchanged sentences

In close partnership with our customers, we combine decades of applications and materials know-how with leading-edge systems engineering to deliver high-volume manufacturing solutions with competitive cost of ownership.

Serving a global and highly interconnected customer base, we have comprehensive sales and service

operations across the Asia-Pacific, Europe, and North America regions to ensure real-time close collaboration and responsiveness.

Serving a global and highly interconnected customer base, we have comprehensive sales and service operations across the Asia-Pacific, Europe, and North America regions to ensure real-time close collaboration and responsiveness.

Merger with Axcelis Technologies, Inc.

On September 30, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Axcelis Technologies, Inc., a Delaware corporation (“Axcelis”), and Victory Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Axcelis (“Merger Sub”).

Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub shall be merged with and into Veeco (the “Merger”), with Veeco surviving as a wholly-owned subsidiary of Axcelis.

The Merger Agreement was approved by Veeco’s board of directors (except for one (1) independent director who serves on the Axcelis board of directors as well and thus recused himself) and, on February 6, 2026, by the stockholders of each company, but is still pending certain regulatory approvals and other customary mutual closing conditions.

See Note 17 “Merger” to the accompanying Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Our products are purchased by customers in the following four end-markets:

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Demand for higher performance, smaller form factors, and lower power consumption in applications such as artificial intelligence, high-performance computing, mobile devices, and consumer electronics is driving the adoption of advanced packaging technologies.

Veeco serves the advanced packaging market with lithography as well as wet processing equipment.

Laser Annealing

3 unchanged sentences

Advanced Packaging Lithography

the advanced packaging market with lithography as well as wet processing equipment.

Compound Semiconductor

96 unchanged sentences

Paul, Minnesota;

Waltham, Massachusetts;

and Solvegatan, Sweden.

and Waltham, Massachusetts.

We outsource certain functions to third parties, including the manufacture of several of our systems.

5 unchanged sentences

In addition, many of our products face competition from alternative technologies, some of which are more established than those used in our products.

Significant factors for customer selection of our tools include system performance, accuracy, repeatability,

ease of use, reliability, cost of ownership, and technical service and support.

Significant factors for customer selection of our tools include system performance, accuracy, repeatability, ease of use, reliability, cost of ownership, and technical service and support.

None of our competitors compete with us across all of our product lines.

12 unchanged sentences

Refer to Item 1A, “Risk Factors,” for a description of risks associated with intellectual property.

Veeco’s global workforce spans thirteen countries around the world.

At the end of 2024, we had 1,231 employees with 290 located in the Asia-Pacific region, 60 in the EMEA region, and 881 in the United States.

Approximately 25% of our employees are involved in research and development;

Workforce Overview

Veeco’s global workforce spans 13 countries.

At December 31, 2025, we employed 1,265 employees, with 297 in the Asia-Pacific region, 45 in the EMEA region, and 923 in the United States.

Approximately 25% of our workforce is engaged in research and development;

56% in operations, manufacturing, service, and quality assurance;

and 19% in sales, order administration, marketing, finance, information technology, general management, and other administrative functions.

and 19% in sales, marketing, finance, information technology, general management, and other administrative functions.

Our success depends on our ability to attract, retain, and motivate employees.

We compete for talent with other companies and organizations.

We compete with other companies and organizations for talent.

Competition for skilled talent, particularly in engineering, manufacturing, and technical roles, remains intense across our industry.

We actively monitor talent availability and retention trends to support the continuity of critical skills.

We consider our relations with the Veeco United Team to be favorable.

We are subject to various federal, state, and local regulations, and regularly monitor all key employment activities, such as hiring, termination, pay and working practices, to ensure compliance with such regulations.

We are subject to various federal, state, and local regulations and regularly monitor key employment activities, such as hiring, terminations, pay, and working practices, to ensure compliance with these regulations.

In addition, we may supplement the Veeco United Team with contractors and other temporary workers.

Our Core Values

All Veeco employees are expected to honor our Core Values, which define the way we conduct our business in everyday actions and choices and form the foundation of our culture:

● We will always put our CUSTOMERS first

● We will never compromise on SAFETY

● We will always demonstrate RESPECT

● We will never stop IMPROVING

● We will always be ACCOUNTABLE

● We will never forget that DIVERSITY and INCLUSION make us stronger

Employment, Recruitment and Development

Our recruitment programs are regionally focused.

Talent Strategy and Development

We recruit regionally and hire locally to ensure compliance with applicable regulations and to strengthen alignment with local talent markets.

Hiring is done at a local level to ensure compliance with applicable regulations.

1 unchanged sentence

As a leader in our industry, we can attract a strong candidate pool and have successfully filled vacancies.

In fiscal 2024, we hired 134 employees, 102 within the United States, 28 in the Asia-Pacific region, and 4 in the EMEA region.

We track and report key talent metrics, including workforce demographics, talent pipeline and diversity.

We invest in professional development programs to provide opportunities for individuals to advance their careers in either technical/individual contributor or leadership tracks.

We expect all Veeco employees to complete a minimum of 20 hours of training per year to support their personal growth.

In fiscal 2025, we hired 162 employees:

141 in the United States, 20 in the Asia-Pacific region, and 1 in the EMEA region.

We track and report key talent metrics, including workforce demographics, talent pipeline strength, and diversity representation.

We invest in professional development programs to provide individuals with opportunities to advance their careers in either the technical/individual contributor or leadership tracks.

All employees are expected to complete at least 20 hours of annual training to support continuous learning and professional development.

We offer training and development programs both virtually and in person to benefit employees worldwide.

We emphasize the development of future leaders and utilize a talent review process to assess high-potential and high-performing employees for future leadership roles as part of our succession management process.

We monitor turnover statistics carefully since turnover is an essential indicator of employee satisfaction.

Our 12-month rolling average for voluntary turnover on December 31, 2024 was approximately 7.4%.

Our employee average tenure is more than eight years.

We emphasize developing future leaders and use a talent review process to assess high-potential, high-performing employees for future leadership roles as part of our succession management.

We closely monitor turnover statistics, as they are an essential indicator of employee satisfaction.

Our 12-month rolling voluntary-turnover average as of December 31, 2025, was approximately 7.6%.

Our average employee tenure is more than 8 years.

Both voluntary turnover and tenure rates compare favorably to industry benchmarks and reflect strong employee engagement and retention.

Employee Engagement

1 unchanged sentence

We remain committed to working with employees to strengthen the Company’s culture.

We regularly conduct formal employee surveys to assess global employee engagement, leadership, work environment and culture.

We regularly conduct global employee surveys to assess global employee engagement, leadership, work environment, and culture.

The results of our surveys are used to identify various initiatives designed to strengthen our Company.

Our executives conduct regular meetings with our global workforce, providing employees with opportunities to engage with senior leaders and ask questions in open Q&A sessions.

Finally, we maintain and regularly remind our employees about our confidential third-party hotline service that can be utilized to share their concerns.

Compensation Philosophy

Our compensation philosophy is targeted to support our employees’ financial, physical, and mental health and well-being.

We utilize independent surveys to ensure that our total compensation packages are competitive.

Our executives host regular company-wide meetings with our global workforce, providing employees with opportunities to engage with senior leaders and ask questions in open Q&A sessions.

Finally, we maintain and regularly remind our employees about our confidential third-party hotline, which they can use to share their concerns.

Total Rewards Philosophy

Our total rewards philosophy is targeted to support our employees’ financial, physical, and mental health and well-being.

We use independent market surveys to ensure our total compensation packages remain competitive.

We help employees share in the Company’s success through various programs, including profit sharing and bonus plans, equity awards, and an Employee Stock Purchase Plan (“ESPP”).

1 unchanged sentence

Veeco pays the majority, or all, of the costs for many of these benefits.

Culture of Inclusion

We are committed to building and sustaining a culture of inclusion where our people can be their authentic selves and are encouraged to reach their full potential.

Culture and Core Values

We are committed to fostering and sustaining a culture of inclusion where our people can be their authentic selves and are encouraged to reach their full potential.

Our Veeco team, like the technologies we enable, is a rich combination of diverse individuals coming together as Veeco United to make a material difference for our people, our customers, and the world.

As a global technology company, we recognize that a diverse employee population makes Veeco stronger, more innovative, and a more engaging place to work.

We are always striving to attract talented individuals from a global candidate pool.

We are always striving to attract talented individuals from the global candidate pool.

All Veeco employees are expected to honor our Core Values, which define the way we conduct our business in everyday actions and choices and form the foundation of our culture:

● We will always put our customers first

● We will never compromise on safety

● We will always demonstrate respect

● We will never stop improving

● We will always be accountable

● We will never forget that diversity and inclusion make us stronger

Available Information

1 unchanged sentence

All filings we make with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, our proxy statements and any amendments thereto filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available for free in the Investor Relations section of our website as soon as reasonably practicable after they are filed with or furnished to the SEC.

The reference to our website address

does not constitute inclusion or incorporation by reference of the information contained on our website in this Form 10-K or other filings with the SEC, and the information contained on our website is not part of this document.

The reference to our website address does not constitute inclusion or incorporation by reference of the information contained on our website in this Form 10-K or other filings with the SEC, and the information contained on our website is not part of this document.

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 1. Business