What changed in this filing

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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-14 · 136 added, 190 removed, 1075 unchanged (23% of the section changed)

63 unchanged sentences

Conflict Minerals Report of Veeco Instruments Inc.

Agreement and Plan of Merger, dated as September 30, 2025, by and among Axcelis Technologies, Inc., Veeco Instruments Inc.

and Victory Merger Sub, Inc.

Amended and Restated Certificate of Incorporation of Veeco dated December 1, 1994, as amended June 2, 1997 and July 25, 1997.

15 unchanged sentences

Form of 3.50% Convertible Senior Notes due 2025 .

Incorporated by Reference

Exhibit Description

Indenture, dated as of May 19, 2023, between Veeco Instruments Inc.

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Form of 2.875% Convertible Senior Notes due 2029.

Incorporated by Reference

Exhibit Description

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 .

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Third Amendment to Loan and Security Agreement, dated as of August 2, 2024, by and among Veeco Instruments Inc., as borrower, the guarantors party thereto, HSBC Bank USA, National Association, as administrative agent and collateral agent, Citizens Bank, N.A., and the lenders from time to time party thereto.

Form of Notice of Performance Restricted Stock Unit Award and related terms and conditions pursuant to the Veeco 2019 Stock Incentive Plan, effective March 2020.

Form of Notice of Restricted Stock Award and related terms and conditions pursuant to the Veeco 2019 Stock Incentive Plan, effective March 2020.

Fourth Amendment to Loan and Security Agreement, dated as of June 16, 2025, by and among Veeco Instruments Inc., as borrower, the guarantors party thereto, HSBC Bank USA, National Association, as administrative agent and collateral agent, and the lenders from time to time party thereto.

Fifth Amendment to Loan and Security Agreement, dated as of September 30, 2025, by and among Veeco Instruments Inc., as borrower, the guarantors party thereto, HSBC Bank USA, National Association, as administrative agent and collateral agent, and the lenders from time to time party thereto.

Form of Notice of Performance Restricted Stock Unit Award and related terms and conditions pursuant to the Veeco 2019 Stock Incentive Plan, effective March 2022.

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Form of Notice of Performance Restricted Stock Unit Award and related terms and conditions pursuant to the Veeco 2019 Stock Incentive Plan, effective March 2024.

Form of Notice of Restricted Stock Award and related terms and conditions pursuant to the Veeco 2019 Stock Incentive Plan, effective March 2023.

Form of Notice of Restricted Stock Unit Award and related terms and conditions pursuant to Veeco 2019 Stock Incentive Plan, effective March 2024.

Form of Notice of Performance Restricted Stock Unit Award and related terms and conditions pursuant to the Veeco 2019 Stock Incentive Plan, effective March 2025.

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Veeco 2013 Inducement Stock Incentive Plan, effective September 26, 2013 .

Incorporated by Reference

Exhibit Description

Veeco Instruments Inc.

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2016 Employee Stock Purchase Plan .

Incorporated by Reference

Exhibit Description

Third Amendment to the Veeco Instruments Inc.

2016 Employee Stock Purchase Plan.

Form of Amended and Restated Indemnification Agreement entered into between Veeco and each of its directors and executive officers (August 2017).

Veeco Amended and Restated Senior Executive Change in Control Policy, effective as of January 1, 2014.

Veeco Amended and Restated Senior Executive Change in Control Policy, effective as of July 29, 2025.

Letter Agreement dated January 30, 2012 between Veeco and Dr.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.

Incorporated by Reference

Exhibit Description

Compensation Recoupment Policy for Executive Officers

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XBRL Calculation.

Incorporated by Reference

Exhibit Description

XBRL Definition.

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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:

The critical audit matter communicated below is a matter 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) 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.

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 matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Assessment of the value of excess and obsolete inventory

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Balance at December 31, 2022

Cumulative effect of change in accounting principle - adoption of ASU 2020-06

Net income (loss)

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Net issuance under employee stock plans

Partial extinguishment of 2025 and 2027 Notes

Balance at December 31, 2023

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Net issuance under employee stock plans

Partial extinguishment of 2025 and 2027 Notes

Balance at December 31, 2024

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Share-based compensation expense

Settlement of the 2025 Notes

Settlement of the 2027 Notes

Net issuance under employee stock plans

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Restricted stock tax withholdings

Repayment of convertible debt

Debt issuance costs

Contingent consideration payments

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See accompanying Notes to the Consolidated Financial Statements.

Veeco Instruments Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Note 1 — Significant Accounting Policies

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the development, manufacture, sales, and support of semiconductor and thin film process equipment primarily sold to make electronic devices.

Pending Merger with Axcelis Technologies, Inc.

On September 30, 2025, the Company 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 will merge with and into Veeco (the “Merger”), with Veeco surviving as a wholly-owned subsidiary of Axcelis.

See Note 17 “Merger” for additional information.

(b) Basis of Presentation

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The Company’s fourth quarter always ends on the last day of the calendar year, December 31.

During 2024 the interim quarters ended on March 31, June 30, and September 29, and during 2023 the interim quarters ended on April 2, July 2, and October 1.

During 2025 the interim quarters ended on March 30, June 29, and September 28, and during 2024 the interim quarters ended on March 31, June 30, and September 29.

The Company reports these interim quarters as March 31, June 30, and September 30 in its interim consolidated financial statements.

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Foreign currency transaction gains or losses are included in “Other operating expense (income), net” in the Consolidated Statements of Operations.

Veeco Instruments Inc.

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Notes to Consolidated Financial Statements (Continued)

(f) Revenue Recognition

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The Company recognizes revenue from the sales of components, spare parts, and specified service engagements at a point in time, which is typically consistent with the time of delivery in accordance with the terms of the applicable sales arrangement.

Veeco Instruments Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The Company may receive advanced payments on system transactions.

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(i) Advertising Expense

The cost of advertising is expensed as incurred and totaled $ 0.4 million, $ 0.4 million, and $ 0.3 million for the years ended December 31, 2024, 2023, and 2022, respectively.

The cost of advertising is expensed as incurred and totaled $ 0.4 million for each of the years ended December 31, 2025, 2024, and 2023, respectively.

(j) Accounting for Share-based Compensation

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For all PSUs and PSAs, the number of shares issued to the employee at the conclusion of the service period may vary from the original target based upon the level of attainment of the performance or market conditions.

Veeco Instruments Inc.

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Notes to Consolidated Financial Statements (Continued)

The Company uses the Black-Scholes option-pricing model to compute the estimated fair value of option awards and purchase rights under the Employee Stock Purchase Plan.

The Company uses a Monte Carlo simulation to compute the estimated fair value of awards with market conditions.

The Black-Scholes model and Monte Carlo simulation include assumptions regarding dividend yields, expected volatility, expected option term, and risk-free interest rates.

The Black-Scholes model and Monte Carlo simulation include

assumptions regarding dividend yields, expected volatility, expected option term, and risk-free interest rates.

See Note 13, “Stock Plans,” for additional information.

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The fair value of debt for footnote disclosure purposes, including current maturities, if any, is estimated using recently quoted market prices of the instrument, or if not available, a discounted cash flow analysis based on the estimated current incremental borrowing rates for similar types of instruments.

Veeco Instruments Inc.

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Notes to Consolidated Financial Statements (Continued)

(n) Cash, Cash Equivalents, and Short-term Investments

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Additionally, the Company estimates the fair value of contingent consideration included as part of the purchase price by assigning probabilities and discount factors to each of the various defined performance milestones, while using a Monte-Carlo simulation model to determine the most likely outcome for payments to be based on value of orders received.

Veeco Instruments Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Goodwill is an asset representing the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized.

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These options are included in the determination of lease term when it is reasonably certain that the Company will exercise such options.

The Company does not separate lease and non-lease components in determining ROU assets or lease liabilities

Veeco Instruments Inc.

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Notes to Consolidated Financial Statements (Continued)

for real estate leases.

The Company does not separate lease and non-lease components in determining ROU assets or lease liabilities for real estate leases.

Additionally, the Company does not recognize ROU assets or lease liabilities for leases with original terms or renewals of one year or less.

(t) Recently Adopted Accounting Standards

The Company adopted ASU 2023-07:

Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures on December 31, 2024.

This standard primarily enhances disclosures about significant segment expenses.

The standard requires interim and annual disclosure of significant segment expenses that are regularly provided to the chief operating decision-maker (“CODM”) and included within the reported measure of a segment’s profit or loss, requires interim disclosures about a reportable segment’s profit and loss and assets that are currently required annually, requires disclosure of the position and title of the CODM, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss and contains other disclosure requirements.

Refer to Note 16 for further details.

The Company adopted on a retrospective basis ASU 2023-09:

Improvements to Income Tax Disclosures (Topic 740) on December 31, 2025.

This amendment requires public entities annually to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid.

It also includes certain other amendments to improve the effectiveness of annual income tax disclosures.

Refer to Note 15 “Income Taxes” for further details.

The Company adopted prospectively ASU 2024-04, Debt – Debt with Conversion and Other Options (Subtopic 470-20) on June 30, 2025.

This amendment clarifies the conditions in which induced conversion accounting applies to convertible debt by outlining three criteria that must be met for an entity to apply the induced conversion model which was applied to the repurchase of the 2027 Notes.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2025 (and interim reporting periods within those annual reporting periods), with early adoption permitted.

Refer to Note 11 “Debt” for further details.

(u) Recent Accounting Pronouncements Not Yet Adopted

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

Improvements to Income Tax Disclosures,” which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid.

It also includes certain other amendments to improve the effectiveness of income tax disclosures.

The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements .

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statements Expenses (Subtopic 220-40),” to improve income statement expenses disclosure.

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The adoption of these pronouncements is not expected to have a material impact on our consolidated financial statements.

Veeco Instruments Inc.

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Notes to Consolidated Financial Statements (Continued)

Note 2 — Income (Loss) Per Share

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Finally, the Company includes the dilutive effect of shares issuable upon conversion of its Notes in the calculation of diluted income per share using the if-converted method.

The Company has the option for the 2025 and 2027 Notes to settle the conversion value in any combination of cash or shares, and as such, the maximum number of shares issuable are included in the dilutive share count if the effect would be dilutive.

The Company must settle the principal amount of the 2029 Notes in cash, and has the option to settle any excess of the conversion value over the principal amount in any combination of cash or shares.

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Potentially dilutive shares excluded from the diluted calculation as their effect would be antidilutive

Potential shares to be issued for settlement of the convertible notes excluded from the diluted calculation as their effect would be antidilutive

Veeco Instruments Inc.

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Notes to Consolidated Financial Statements (Continued)

Maximum potential shares to be issued for settlement of convertible senior notes excluded from the diluted calculation as their effect would be antidilutive

Note 3 — Fair Value Measurements

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Corporate debt

Commercial paper

December 31, 2024

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Certificate of deposits and time deposits

Corporate debt

Money market cash

3 unchanged sentences

Commercial paper

Veeco Instruments Inc.

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Notes to Consolidated Financial Statements (Continued)

The Company’s investments classified as Level 1 are based on quoted prices that are available in active markets, as well as certificates of deposits and time deposits that are classified as Level 1 due to their short-term nature.

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Corporate debt

Commercial paper

December 31, 2024

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Continuous Loss Position

for Less than 12 Months

for 12 Months or More

(in thousands)

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Corporate debt

Veeco Instruments Inc.

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Notes to Consolidated Financial Statements (Continued)

The contractual maturities of securities classified as available-for-sale at December 31, 2025 were as follows:

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Due after one year through two years

Due after two years through three years

Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

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The aggregate fair value of the contingent consideration arrangement at the acquisition date was $ 26.1 million.

Veeco Instruments Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date:

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The gross contractual value of the acquired accounts receivable is the amount expected to be collected by the Company, and therefore is also considered its fair value.

Goodwill generated from the acquisition is primarily attributed to expected synergies from future growth and strategic advantages provided through the expansion of product offerings as well as assembled workforce and is not expected to be deductible for income tax purposes.

Goodwill generated from the acquisition was primarily attributed to expected synergies from future growth and strategic advantages provided through the expansion of product offerings as well as assembled workforce and is not expected to be deductible for income tax purposes.

The classes of intangible assets acquired, and the estimated useful life of each class is presented in the table below:

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For the year ended December 31, 2023, the Company incurred approximately $ 1.1 million of acquisition related costs, included within “Selling, general, and administrative” in the Consolidated Statement of Operations.

Additionally, the pro forma Consolidated Statement of Operations as if Epiluvac had been acquired as of January 1, 2022 would not be materially different from the Company’s actual Consolidated Statement of Operations for the years ended December 31, 2024, 2023, or 2022.

During the fourth quarter of 2024, the Company lowered its projected cash flows for the Epiluvac asset group as a result of the Company’s market penetration not meeting expectations associated with the SiC technology, and determined that the revised projections were significantly lower than projected cash flows at the time of the acquisition and that these

Veeco Instruments Inc.

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Notes to Consolidated Financial Statements (Continued)

revised projections required the Company to assess the Epiluvac asset group for impairment.

See Note 8, “Goodwill and Intangible Assets,” for additional information.

Additionally, the Company updates its estimate of fair value of the contingent consideration each reporting period, utilizing the same methodologies described above.

The discount rate used was 5.4 % at December 31, 2024 for the strategic target and order value related contingent payments.

During the year ended December 31, 2025, the Company reduced the contingent consideration by approximately $ 0.9 million as a result of the lowered projected bookings, the benefit for which was included within “Other operating expense (income) net” in the Consolidated Statement of Operations.

The total contingent consideration liability as of December 31, 2025 was $ 0.3 million, which was included in “Accrued expenses and other current liabilities” on the Consolidated Balance Sheet.

During the year ended December 31, 2024, the Company reduced the contingent consideration by approximately $ 21.2 million as a result of the lowered projected bookings, the benefit for which was included within “Other operating expense (income), net” in the Consolidated Statement of Operations.

Additionally, during the year ended December 31, 2024, the Company paid $ 1.8 million to the original selling shareholders associated with the settlement of a strategic target milestone.

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Depreciation expense was $ 16.9 million, $ 18.2 million, and $ 16.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Veeco Instruments Inc.

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Notes to Consolidated Financial Statements (Continued)

Note 8 — Goodwill and Intangible Assets

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(in thousands)

Veeco Instruments Inc.

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Notes to Consolidated Financial Statements (Continued)

Note 9 — Accrued Expenses and Other Liabilities

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Other liabilities

Other Liabilities at December 31, 2024 was approximately $ 3.8 million, which included medical and dental benefits for former executives, asset retirement obligations, contingent consideration, and tax liabilities.

Veeco Instruments Inc.

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Notes to Consolidated Financial Statements (Continued)

Other Liabilities at December 31, 2025 and 2024 was approximately $ 3.9 million and $ 3.8 million, respectively, which included medical and dental benefits for former executives, asset retirement obligations and tax liabilities.

Note 10 — Commitments and Contingencies

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Additionally, the Company has an immaterial amount of short-term leases.

Lease expense, which includes operating lease costs and variable lease costs, was $ 6.1 million, $ 6.1 million, and $ 9.4 million for the years ended December 31, 2024, 2023, and 2022, respectively.

In addition, the Company is obligated under such leases for certain other expenses, including real

Veeco Instruments Inc.

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Notes to Consolidated Financial Statements (Continued)

estate taxes and insurance.

Lease expense, which includes operating lease costs and variable lease costs, was $ 6.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.

In addition, the Company is obligated under such leases for certain other expenses, including real estate taxes and insurance.

Operating cash outflows from operating leases for the year ended December 31, 2025, 2024, and 2023 were $ 7.2 million, $ 6.8 million, and $ 5.8 million, respectively.

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The Company entered into a receivable purchase agreement with a financial institution to sell certain of its trade receivables from customers without recourse, up to $ 30.0 million at any point in time.

Pursuant to this agreement, the Company sold $ 8.0 million of receivables during the year ended December 31, 2024, of which no amounts remained outstanding as of December 31, 2024 as defined in the receivable purchase agreement, and $ 30.0 million was available under the agreement for additional sales of receivables.

Pursuant to this agreement, the Company sold no receivables during the year ended December 31, 2025, and $ 30.0 million was available under the agreement for additional sales of receivables.

The Company sold $ 8.0 million of receivables during the year ended December 31, 2024.

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In addition, certain of the components and sub-assemblies included in the Company’s products are obtained from a single source or a limited group of suppliers.

The failure of the

Veeco Instruments Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Company’s present outsourcing partners and suppliers to meet their contractual obligations and the Company’s inability to make alternative arrangements or resume the manufacture of these systems could have a material adverse effect on the Company’s revenues, profitability, cash flows, and relationships with its customers.

The failure of the Company’s present outsourcing partners and suppliers to meet their contractual obligations and the Company’s inability to make alternative arrangements or resume the manufacture of these systems could have a material adverse effect on the Company’s revenues, profitability, cash flows, and relationships with its customers.

The Company had deposits with its suppliers of $ 9.8 million and $ 18.7 million at December 31, 2025 and 2024, respectively, that were included in “Prepaid expenses and other current assets” on the Consolidated Balance Sheets.

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The 2023 Notes that remained outstanding matured on January 15, 2023 and were paid in cash and settled by the Company at that time.

On November 17, 2020, as part of a privately negotiated exchange agreement, the Company issued $ 132.5 million of 3.50 % convertible senior notes due 2025 (the “2025 Notes”).

On November 17, 2020, as part of the privately negotiated exchange agreement, the Company issued $ 132.5 million of 3.50 % convertible senior notes due 2025 (the “2025 Notes”).

The 2025 Notes bear interest at a rate of 3.50 % per year, payable semiannually in arrears on January 15 and July 15 of each year, commencing on July 15, 2021.

The 2025 Notes mature on January 15, 2025, unless earlier purchased by the Company, redeemed, or converted.

On May 19, 2023, in connection with the completion of a private offering of $ 230.0 million aggregate principal amount of 2.875 % convertible senior notes due 2029 described below, the Company repurchased and retired approximately $ 106.0 million in aggregate principal amount of its outstanding 2025 Notes, with a carrying amount of $ 105.4 million, for approximately $ 106.0 million of cash and 0.7 million shares of the Company’s common stock.

The Company accounted for the partial settlement of the 2025 Notes as an extinguishment, and as such, recorded a loss on extinguishment of approximately $ 16.5 million for the year ended December 31, 2023, which is included in “Other income (expense), net” in the Consolidated Statements of Operations.

Veeco Instruments Inc.

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Notes to Consolidated Financial Statements (Continued)

The 2025 Notes that remained outstanding matured on January 15, 2025 and were settled through the issuance of 1.1 million shares of the Company’s common stock to the noteholders.

The remaining principal amount of $ 26.5 million 2025 Notes matured on January 15, 2025 and were settled through the issuance of 1.1 million shares of the Company’s common stock to the noteholders.

On May 18, 2020, the Company completed a private offering of $ 125.0 million of 3.75 % convertible senior notes due 2027 (the “2027 Notes”).

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Additionally, the Company used approximately $ 10.3 million of cash to purchase capped calls, discussed below.

The 2027 Notes bear interest at a rate of 3.75 % per year, payable semiannually in arrears on June 1 and December 1 of each year, commencing on December 1, 2020.

The 2027 Notes mature on June 1, 2027, unless earlier purchased by the Company, redeemed, or converted.

On May 19, 2023, in connection with the completion of a private offering of $ 230.0 million aggregate principal amount of 2.875 % convertible senior notes due 2029 described below, the Company repurchased and retired approximately $ 100.0 million in aggregate principal amount of its outstanding 2027 Notes, with a carrying amount of $ 98.5 million, for approximately $ 92.8 million of cash and 3.8 million shares of the Company’s common stock.

The Company accounted for the partial settlement of the 2027 Notes as an extinguishment, and as such, recorded a loss on extinguishment of approximately $ 80.6 million for the year ended December 31, 2023, which is included in “Other income (expense), net” in the Consolidated Statements of Operations.

The 2027 Notes bore interest at a rate of 3.75 % per year, payable semiannually in arrears on June 1 and December 1 of each year, commencing on December 1, 2020.

The 2027 Notes were scheduled to mature on June 1, 2027, unless earlier purchased by the Company, redeemed, or converted.

The remaining principal amount of $ 25.0 million 2027 Notes were settled on May 15, 2025 in a private transaction with all remaining 2027 Note holders for 1.6 million shares of the Company’s common stock and $ 5.4 million in cash.

The settlement was accounted for as an induced conversion resulting in an inducement expense of approximately $ 0.7 million for the year ended December 31, 2025, which is included within “Other income (expense), net” on the Consolidated Statement of Operations, and a decrease to additional paid-in capital of $ 20.2 million on the Consolidated Balance Sheets.

On May 19, 2023, the Company completed a private offering of $ 230.0 million of 2.875 % convertible senior notes due 2029 (the “2029 Notes”).

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The 2029 Notes mature on June 1, 2029, unless earlier purchased by the Company, redeemed, or converted.

The Company will settle any conversions of the 2029 Notes by paying cash up to the aggregate principal amount of the 2029 Notes to be converted, and paying or delivering either cash, shares of the Company’s stock, or a combination of cash and shares of common stock at the Company’s election, in respect of the remainder, if any, of the conversion obligation in excess of the aggregate principal amount of the 2029 Notes being converted.

The 2025 Notes, 2027 Notes, and 2029 Notes (collectively, the “Notes”) are unsecured obligations of Veeco and rank senior in right of payment to any of Veeco’s subordinated indebtedness;

The Company will settle any conversions of the 2029 Notes by paying cash up to the aggregate

principal amount of the 2029 Notes to be converted, and paying or delivering either cash, shares of the Company’s stock, or a combination of cash and shares of common stock at the Company’s election, in respect of the remainder, if any, of the conversion obligation in excess of the aggregate principal amount of the 2029 Notes being converted.

The 2029 Notes are unsecured obligations of Veeco and rank senior in right of payment to any of Veeco’s subordinated indebtedness;

equal in right of payment to all of Veeco’s unsecured indebtedness that is not subordinated;

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and structurally subordinated to all indebtedness and other liabilities (including trade payables) of Veeco’s subsidiaries.

The Notes are recorded as a single unit within liabilities in the consolidated balance sheets as the conversion features within the Notes are not derivatives that require bifurcation and the Notes do not involve a substantial premium.

Transaction costs of $ 9.2 million, $ 1.9 million, $ 3.1 million, and $ 6.8 million incurred in connection with the issuance of the 2023 Notes, 2025 Notes, 2027 Notes, and 2029 Notes, respectively, were recorded as direct deductions from the related debt liabilities and recognized as non-cash interest expense using the effective interest method over the expected terms of the Notes.

The Company may redeem for cash, at its option, all or any portion of (i) the outstanding 2025 Notes at any time on or after January 15, 2023, (ii) the outstanding 2027 Notes at any time on or after June 6, 2024 and/or (iii) the outstanding 2029 Notes at any time on or after June 8, 2026, in each case, at a redemption price equal to 100 % of the principal amount of such Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of the common stock has been at least 130 % of the conversion price for the applicable series of Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period

Veeco Instruments Inc.

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Notes to Consolidated Financial Statements (Continued)

(including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides the redemption notice.

The Company may redeem for cash, at its option, all or any portion of the outstanding 2029 Notes at any time on or after June 8, 2026, at a redemption price equal to 100 % of the principal amount of such 2029 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of the common stock has been at least 130 % of the conversion price for the applicable series of 2029 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides the redemption notice.

Upon the Company’s notice of redemption, holders may elect to convert their 2029 Notes based on the conversion rates and criteria outlined below.

The 2029 Notes are convertible at the option of the holders upon the satisfaction of specified conditions and during certain periods as described below.

The initial conversion rates are 41.6667 , 71.5372 , and 34.21852 shares of the Company’s common stock per $ 1,000 principal amount of the 2025 Notes, 2027 Notes, and 2029 Notes, respectively, representing initial effective conversion prices of $ 24.00 , $ 13.98 , and $ 29.22 per share of common stock, respectively.

The conversion rates may be subject to adjustment upon the occurrence of certain specified events.

Holders may convert all or any portion of their notes, in multiples of one thousand dollar principal amount, at their option at any time prior to the close of business on the business day immediately preceding October 15, 2024 with respect to the 2025 Notes, October 1, 2026 with respect to the 2027 Notes, and February 1, 2029, with respect to the 2029 Notes, only under the following circumstances:

The initial conversion rates is 34.21852 shares of the Company’s common stock per $ 1,000 principal amount, representing an initial effective conversion price of $ 29.22 per share of common stock.

The conversion rate may be subject to adjustment upon the occurrence of certain specified events.

Holders may convert all or any portion of their 2029 Notes, in multiples of one thousand dollar principal amount, at their option at any time prior to the close of business on the business day immediately preceding February 1, 2029, only under the following circumstances:

(i) During any calendar quarter (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day;

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(iv) Upon the occurrence of specified corporate events.

For the calendar quarter ended December 31, 2024, the last reported sales price of common stock during the 30 consecutive trading days, based on the criteria outlined in (i) above, was greater than 130 % of the conversion price of the 2027 Notes, and as such the 2027 Notes are convertible by the holders and callable by the Company until March 31, 2025.

Holders may convert their notes at any time, regardless of the foregoing circumstances, on or after October 15, 2024 with respect to the 2025 Notes, October 1, 2026 with respect to the 2027 Notes, and February 1, 2029 with respect to the 2029 Notes, until the close of business on the business day immediately preceding the respective maturity date.

Holders may convert their 2029 Notes at any time, regardless of the foregoing circumstances, on February 1, 2029 until the close of business on the business day immediately preceding the respective maturity date.

The carrying values of the Notes are as follows:

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Net carrying value

Veeco Instruments Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Total interest expense related to the Notes is as follows:

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Total Interest Expense

The Company determined the 2025 Notes , 2027 Notes , and 2029 Notes are Level 2 liabilities in the fair value hierarchy and had estimated fair values at December 31, 2024 of $ 30.3 million, $ 49.5 million, and $ 277.4 million, respectively.

The Company determined the 2029 Notes are Level 2 liabilities in the fair value hierarchy and had an estimated fair value at December 31, 2025 of $ 288.6 million.

Capped Call Transactions

In connection with the offering of the 2027 Notes, on May 13, 2020, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”), pursuant to capped call confirmations, covering the total principal amount of the 2027 Notes for an aggregate premium of $ 10.3 million.

The Capped Call Transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the 2027 Notes and/or offset any cash payments the Company is required to make in excess of the aggregate principal amount of converted 2027 Notes, as the case may be, with such reduction and/or offset subject to a cap based on the capped price of the Capped Call Transactions.

The Capped Call Transactions exercise price is equal to the initial conversion price of the 2027 Notes, and the capped price of the Capped Call Transactions is approximately $ 18.46 per share and is subject to certain adjustments under the terms of the capped call confirmations.

The Capped Call Transactions are separate transactions entered into by the Company with the capped call counterparties, are not part of the terms of the 2027 Notes and do not change the holders’ rights under the 2027 Notes.

Holders of the 2027 Notes do not have any rights with respect to the Capped Call Transactions.

In connection with the offering of the 2027 Notes, on May 13, 2020, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”), pursuant to capped call confirmations, covering the initial underlying shares of the 2027 Notes of approximately 8.9 million shares, for an aggregate premium of $ 10.3 million.

The Capped Call Transactions feature a $ 13.98 exercise price and a capped price of approximately $ 18.46 per share, and mature on June 1, 2027.

The Capped Call Transactions are subject to certain adjustments under the terms of the capped call confirmations.

The Capped Call Transactions are separate transactions entered into by the Company with the capped call counterparties, are not part of the terms of the 2027 Notes and did not change the previous holders’ rights under the 2027 Notes.

Previous holders of the 2027 Notes did not have any rights with respect to the Capped Call Transactions.

The cost of the Capped Call Transactions is not expected to be tax-deductible as the Company did not elect to integrate the Capped Call Transactions into the 2027 Notes for tax purposes.

The Company used a portion of the net proceeds from the offering of the 2027 Notes to pay for the Capped Call Transactions, and the cost of the Capped Call Transactions was recorded as a reduction of the Company’s additional paid-in capital in the accompanying consolidated financial statements.

Veeco Instruments Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Revolving Credit Facility

On December 16, 2021, the Company entered into a loan and security agreement providing for a senior secured revolving credit facility in an aggregate principal amount of $ 150 million (the “Credit Facility”), including a $ 15 million letter of credit sublimit.

On December 16, 2021, the Company entered into a Loan and Security Agreement (the “Loan and Security Agreement”) providing for a senior secured revolving credit facility in an aggregate principal amount of $ 150 million including a $ 15 million letter of credit sublimit.

The Loan and Security Agreement was subsequently amended to increase the aggregate principal amount to $ 225 million on August 2, 2024 (the “Third Amendment”), and $ 250 million on June 16, 2025 (the “Fourth Amendment”).

On September 30, 2025, the Loan and Security Agreement was subsequently amended to make certain amendments to the definition of “Changes of Control” and “Merger, Consolidation and Sale of Assets” covenant in the Loan and Security Agreement following the announcement of the Company’s Merger Agreement with Axcelis (the “Fifth Amendment”) (as amended to date, the “Credit Facility”).

The Credit Facility matures on June 16, 2030, subject to a springing maturity date of March 2, 2029 upon the occurrence of certain liquidity events described in the Fourth Amendment.

The Credit Facility is guaranteed by the Company’s direct material U.S.

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Borrowings under the Credit Facility are secured by a first-priority lien on substantially all of the assets of the Company, subject to customary exceptions.

The Credit Facility has a term of five years maturing on December 16, 2026.

Subject to certain conditions and the receipt of commitments from the lenders, the Loan and Security Agreement allows for revolving commitments under the Credit Facility to be increased by up to $ 100 million, with additional amounts available so long as the Secured Net Leverage Ratio (as defined in the Loan and Security Agreement) does not exceed 2.50 to 1.00.

The existing lenders under the Credit Facility, are entitled, but not obligated, to provide such incremental commitments.

On August 2, 2024, lenders increased the Credit Facility by $ 75 million, and as such the total available under the revised Credit Facility is $ 225 million.

Borrowings will bear interest at a floating rate which can be, at the Company’s option, either (a) an alternate base rate plus an applicable rate ranging from 0.50 % to 1.25 % or (b) a SOFR rate (with a floor of 0.00 %) for the specified interest period plus an applicable rate ranging from 1.50 % to 2.25 %, in each case, depending on the Company’s Secured Net Leverage Ratio (as defined in the Loan and Security Agreement).

Borrowings will bear interest at a floating rate which can be, at the Company’s option based on certain conditions in the Loan and Security Agreement, either (a) an alternate base rate plus an applicable rate ranging from 0.25 % to 1.00 % or (b) a Secured Overnight Financing Rate (“SOFR”) (with a floor of 0.00 %) for the specified interest period plus an applicable rate ranging from 1.25 % to 2.00 %, in each case, depending on the Company’s Secured Net Leverage Ratio (as defined in the Loan and Security Agreement).

The Company will pay an unused commitment fee ranging from 0.20 % to 0.30 % based on unused capacity under the Credit Facility and the Company’s Secured Net Leverage Ratio.

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The Loan and Security Agreement contains customary negative covenants, including, among others, restrictions on the ability to merge and consolidate with other companies, incur indebtedness, refinance our existing convertible notes, grant liens or security interests on assets, make investments, acquisitions, loans, or advances, pay dividends, and sell or otherwise transfer assets.

The Loan and Security Agreement contains financial maintenance covenants that require the Borrower to maintain an Interest Coverage Ratio (as defined in the Loan and Security Agreement) of not less than 3.00 to 1.00, a Total Net Leverage Ratio (as defined in the Loan and Security Agreement) of not more than 4.50 to 1.00, and a Secured Net Leverage Ratio (as defined in the Loan and Security Agreement) of not more than 2.50 to 1.00, in each case, tested at the end of each fiscal quarter commencing with the fiscal quarter ending March 31, 2024.

The Loan and Security Agreement, contains financial maintenance covenants that require the Borrower to maintain an Interest Coverage Ratio (as defined in the Loan and Security Agreement) of not less than 3.00 to 1.00, a Total Net Leverage Ratio (as defined in the Loan and Security Agreement) of not more than 4.50 to 1.00, and a Secured Net Leverage Ratio (as defined in the Loan and Security Agreement) of not more than 3.00 to 1.00, in each case, tested at the end of each fiscal quarter.

The Loan and Security Agreement, also provides for a number of customary events of default, including, among others:

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No amounts were outstanding under the Credit Facility as of December 31, 2025 or December 31, 2024.

Veeco Instruments Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 12 — Stockholders’ Equity

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Under the ESPP, substantially all employees in the U.S.

may purchase the Company’s common stock through payroll deductions at a price equal to 85 percent of the lower of the fair market value of the Company’s common stock at the

Veeco Instruments Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

beginning or end of each six-month offer period, as defined in the ESPP, and subject to certain limits.

may purchase the Company’s common stock through payroll deductions at a price equal to 85 percent of the lower of the fair market value of the Company’s common stock at the beginning or end of each six-month offer period, as defined in the ESPP, and subject to certain limits.

The ESPP was approved by the Company’s shareholders.

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Total unrecognized share-based compensation cost

Veeco Instruments Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Stock Option Awards

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The fair value of the awards is determined and fixed based on the closing price of the Company’s common stock on the trading day prior to the date of grant, or, in the case of performance awards with market conditions, fair value is determined using a Monte Carlo simulation.

Veeco Instruments Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The following table summarizes the equity activity of non-vested restricted shares and performance shares:

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For the years ended December 31, 2025, 2024, and 2023 the Company received cash proceeds of $ 5.2 million, $ 5.3 million, and $ 4.6 million, and issued shares of 251,480 , 182,809 , and 258,153 , respectively, under the ESPP Plan.

Veeco Instruments Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

weighted average estimated values of employee purchase rights as well as the weighted average assumptions that were used in calculating such values during fiscal years 2024, 2023, and 2022 were based on estimates at the date of grant as follows:

The weighted average estimated values of employee purchase rights as well as the weighted average assumptions that were

used in calculating such values during fiscal years 2025, 2024, and 2023 were based on estimates at the date of grant as follows:

Year ended December 31,

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(in thousands)

Veeco Instruments Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Significant components of the expense (benefit) for income taxes consisted of the following:

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Total expense (benefit) for income taxes

In December 2023, the FASB issued ASU 2023-09:

Improvements to Income Tax Disclosures (Topic 740), which requires public business entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid for the annual periods beginning after December 15, 2024.

The Company adopted ASU 2023-09 on a retrospective basis effective December 31, 2025 for the years ended December 31, 2025, 2024, and 2023 for comparability and consistency purposes.

The income tax expense (benefit) was reconciled to the tax expense computed at the U.S.

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(in thousands)

Income tax expense (benefit) at U.S.

statutory rates

federal statutory income tax rate

State taxes, net of U.S.

federal impact

Effect of international operations

Research and development tax credit

Net change in valuation allowance

Change in accrual for unrecognized tax benefits

federal impact (a)

Effect of cross-border tax laws

Foreign-derived intangible income deduction

Research and development tax credits

Nontaxable and nondeductible items

Tax benefits related to asset impairments

Share-based compensation

Tax benefits associated with asset impairments

Extinguishment of debt

Adoption of new accounting standard

Total expense (benefit) for income taxes

Veeco Instruments Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Changes in valuation allowances

Federal Other

Changes in unrecognized tax benefits

Foreign tax effects

Changes in valuation allowances

Provision to return

Subnational tax

Other foreign jurisdictions

Total provision (benefit) for income taxes

(a) For the years ended December 31, 2025, New Mexico made up the majority of the state tax effect.

For the year ended December 31, 2024, Oregon, California, and Arizona made up the majority of the state tax effect.

For the year ended December 31, 2023, Pennsylvania, New Mexico, Minnesota, Oregon, California, and New York made up the majority of the state tax effect.

Deferred income taxes reflect the effect of temporary differences between the carrying amounts of assets and liabilities recognized for financial reporting purposes and the amounts recognized for tax purposes.

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The Company does not permanently reinvest its earnings from certain foreign jurisdictions and has accrued for foreign tax withholdings of $ 1.1 million on its unremitted earnings as of December 31, 2025.

During the year ended December 31, 2024, the Company’s income tax benefit of $ 4.9 million was primarily attributed to 1) a $ 12.2 million income tax benefit associated with asset impairments, 2) a $ 7.9 million income tax benefit related to research and development tax credits, and 3) a $ 5.1 million income tax benefit related to Foreign-Derived Intangible Income, partially offset by 4) a $ 20.3 million income tax expense related to pre-tax income from operations.

During the year ended December 31, 2025, the Company’s income tax expense of $ 4.0 million was primarily attributed to 1) a $ 8.3 million income tax expense associated with pre-tax income from operations, 2) a $ 3.1 million income tax expense related to adjustments made for share-based compensation, and 3) a $ 1.4 million income tax expense related to non-deductible merger costs, partially offset by 4) a $ 5.7 million income tax benefit related to foreign-derived intangible income, and 5) a $ 3.6 million tax benefit associated with research and development tax credits.

At December 31, 2025, the Company had U.S.

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Finally, the Company has state credits of $ 34.6 million, some of which are indefinite and others that will expire between 2026 and 2040.

Veeco Instruments Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

A roll-forward of the Company’s uncertain tax positions for all U.S.

12 unchanged sentences

The majority of the Company’s foreign jurisdictions have been reviewed through 2015.

The Company’s major foreign jurisdictions’ statutes of limitation remain open with respect to the tax years 2016 through 2023 for Germany, 2017 through 2023 for China, 2022 through 2023 for Taiwan, and 2021 through 2023 for Singapore.

The Company does not anticipate that its uncertain tax position will change significantly within the next twelve months subject to the completion of the ongoing tax audits and any resultant settlement.

The Company’s major foreign jurisdictions’ statutes of limitation remain open with respect to the tax years 2016 through 2024 for Germany, 2017 through 2024 for China, 2024 for Taiwan, and 2021 through 2024 for Singapore.

The amount of income taxes paid (refunded) were as follows:

Year ended December 31,

(in thousands)

federal taxes paid, net

Domestic state and local taxes paid, net

Total state taxes paid, net

Total foreign taxes paid, net

Total income taxes paid, net

* The amount of income taxes paid during the year does not meet the five percent disaggregation threshold in the respective period.

** The total amount of income taxes paid during the year is not material to the financial statements.

Note 16 — Segment Reporting and Geographic Information

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The Company does not have intra-entity sales or transfers.

The CODM uses net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the segment or into other parts of the Company, such as for acquisitions.

The CODM uses net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the segment or into other

parts of the Company, such as for acquisitions.

Net income is used to monitor forecast versus actual results.

3 unchanged sentences

These reports are similar to the Company’s consolidated financial statements.

Veeco Instruments Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

There are no additional expenses categories and amounts that meet the definition of significant expense items that are regularly provided to the CODM and included in the reported measure of net income.

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(1) EMEA consists of Europe, the Middle East, and Africa

Note 17 — Merger

Merger Agreement with Axcelis Technologies, Inc.

On September 30, 2025, the Company entered into Merger Agreement with Axcelis, and Merger Sub.

Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub will merge with and into Veeco, 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 subject to certain customary closing conditions, and the receipt of various regulatory approvals.

Subject to the satisfaction or (to the extent permissible) waiver of such conditions, the Merger is currently expected to close in the second half of 2026.

Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Company common stock issued and outstanding immediately prior to the Effective Time (other than shares owned by Axcelis, the Company, Merger Sub, or their wholly-owned subsidiaries) will be converted into the right to receive 0.3575 newly issued shares of Axcelis common stock (the “Axcelis Common Stock”).

No fractional shares of Axcelis will be issued in the Merger, and the Company stockholders will receive cash in lieu of fractional shares as part of the merger consideration.

Following the Merger, Axcelis’ common stockholders are expected to own approximately 58.4 % of the shares of Axcelis Common Stock on a fully diluted basis, and the Company’s common stockholders will own approximately 41.6 %.

The Merger Agreement contains customary representations, warranties, and covenants, including restrictions on the conduct of business prior to closing and provisions regarding the treatment of the Company’s outstanding equity awards and employee benefits.

The Merger Agreement may be terminated under certain circumstances, including by mutual consent of the Company and Axcelis or if the Merger is not consummated by September 30, 2026 (subject to automatic extensions until as late as June 30, 2027 under certain conditions with respect to the receipt of regulatory approvals).

If the board of directors of either party makes an Adverse Recommendation Change, as defined in the Merger Agreement, the other party shall have the right to terminate the Merger Agreement, and the non-terminating party will be required to pay the other party the following termination fee:

(i) if the non-terminating party is Axcelis, a termination fee of $ 108,700,000 ;

and (ii) if the non-terminating party is Veeco, a termination fee of $ 77,500,000 .

Each party may also be required to pay such termination fee if such party enters into a competing proposal within twelve months of termination of the Merger Agreement under certain circumstances.

In addition, if the Merger Agreement is terminated by a party due to the other party’s breach of the Merger Agreement that would result in a failure of an applicable closing condition (subject to the applicable cure period set forth in the Merger Agreement), then the non-terminating party will be required to pay a fixed expense reimbursement amount of $ 15,000,000 .

The Company incurred approximately $ 8.9 million in legal, accounting, consulting fees and employee-related costs in connection with the proposed Merger during the year ended December 31, 2025, included within “Merger costs” on the Consolidated Statement of Operations.

Additional information regarding the Merger Agreement and the proposed Merger is included in the Company’s Current Report on Form 8-K filed with the SEC on October 1, 2025.

Schedule II — Valuation and Qualifying Accounts

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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 9A. Controls and Procedures