VEECO INSTRUMENTS INC 10-K

Item 9A. Controls and Procedures ​ Management’s Report on Internal Control over Financial Reporting ​ Our principal executive and financial officers have evaluated and concluded that our disclosure controls and procedures are effective as of December 31, 2025. The disclosure controls and procedures are designed to ensure that the information required to be disclosed in this report filed under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our principal executive and financial officers as appropriate to allow timely decisions regarding required disclosure. ​ Our principal executive and financial officers are responsible for establishing and maintaining adequate internal control over financial reporting, which is a process designed and put into effect 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. Using the criteria established in the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, Management has evaluated, assessed, and concluded that internal control over financial reporting is effective as of December 31, 2025. ​ KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K and, as part of their audit, has issued their report, included herein, on the effectiveness of our internal control over financial reporting. ​ Changes in Internal Control over Financial Reporting ​ During the quarter ended December 31, 2025, there were no changes in internal control that have materially affected or are reasonably likely to materially affect internal control over financial reporting. ​ ​ ​ 48 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Stockholders and the Board of Directors Veeco Instruments Inc.: ​ Opinion on Internal Control Over Financial Reporting ​ We have audited Veeco Instruments Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, 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 Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements), and our report dated February 25, 2026 expressed an unqualified opinion on those consolidated financial statements. ​ Basis for Opinion ​ The Company’s management is responsible 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 internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. 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 audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. ​ 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. ​ /s/ KPMG LLP ​ Santa Clara, California February 25, 2026 49 Table of Contents Item 9B. Other Information ​ No ne . ​ PART III ​ Item 10. Directors, Executive Officers and Corporate Governance ​ Information required by this Item that will appear under the headings “Governance,” “Executive Officers,” and “Delinquent Section 16(a) Reports” in the definitive proxy statement to be filed with the SEC relating to our 2026 Annual Meeting of Stockholders is incorporated herein by reference. ​ We have adopted a Code of Ethics for Senior Officers (the “Code”) which applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the Code can be found on our website (www.veeco.com). We intend to disclose on our website the nature of any future amendments to and waivers of the Code that apply to the chief executive officer, principal financial officer, principal accounting officer, or persons performing similar functions. We have also adopted a Code of Conduct which applies to all of our employees, including those listed above, as well as to our directors. A copy of the Code of Conduct can be found on our website (www.veeco.com). The website address above is intended to be an inactive, textual reference only. None of the material on this website is part of this report. ​ We have a Securities Trading Policy governing the purchase, sale, and other dispositions of our securities that applies to all our directors, officers, employees, and other individuals associated with us. We believe that our Securities Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards. A copy of our Securities Trading Policy is filed as Exhibit 19.1 to this Form 10-K. ​ ​ Item 11. Executive Compensation ​ Information required by this Item that will appear under the heading “Compensation” in the definitive proxy statement to be filed with the SEC relating to our 2026 Annual Meeting of Stockholders is incorporated herein by reference. ​ Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ​ Information required by this Item that will appear under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the definitive proxy statement to be filed with the SEC relating to our 2026 Annual Meeting of Stockholders is incorporated herein by reference. ​ Item 13. Certain Relationships and Related Transactions, and Director Independence ​ Information required by this Item that will appear under the headings “Certain Relationships and Related Transactions” and “Independence of Board” in the definitive proxy statement to be filed with the SEC relating to our 2026 Annual Meeting of Stockholders is incorporated herein by reference. ​ Item 14. Principal Accounting Fees and Services ​ Information required by this Item that will appear under the heading “Independent Auditor Fees and Other Matters” in the definitive proxy statement to be filed with the SEC relating to our 2026 Annual Meeting of Stockholders is incorporated herein by reference. ​ 50 Table of Contents PART IV ​ Item 15. Exhibits, Financial Statement Schedules ​ (a) (1) The Registrant’s financial statements together with a separate table of contents are annexed hereto (2) Financial Statement Schedules are listed in the separate table of contents annexed hereto. (3) Exhibits ​ Unless otherwise indicated, each of the following exhibits has been previously filed with the Securities and Exchange Commission by the Company under File No. 0-16244. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Filed or Exhibit ​ ​ ​ Incorporated by Reference ​ Furnished Number ​ ​ ​ Exhibit Description ​ ​ ​ Form ​ ​ ​ Exhibit ​ ​ ​ Filing Date ​ ​ ​ Herewith 1.1 ​ Conflict Minerals Report of Veeco Instruments Inc. SD 1.01 5/29/2025 ​ ​ 2.1 ​ Agreement and Plan of Merger, dated as September 30, 2025, by and among Axcelis Technologies, Inc., Veeco Instruments Inc. and Victory Merger Sub, Inc. ​ 8-K ​ 2.1 ​ 10/1/2025 ​ ​ 3.1 ​ Amended and Restated Certificate of Incorporation of Veeco dated December 1, 1994, as amended June 2, 1997 and July 25, 1997. ​ 10-Q ​ 3.1 ​ 8/14/1997 ​ ​ 3.2 ​ Amendment to Certificate of Incorporation of Veeco dated May 29, 1998. ​ 10-K ​ 3.2 ​ 3/14/2001 ​ ​ 3.3 ​ Amendment to Certificate of Incorporation of Veeco dated May 5, 2000. ​ 10-Q ​ 3.1 ​ 8/14/2000 ​ ​ 3.4 ​ Amendment to Certificate of Incorporation of Veeco dated May 16, 2002 . ​ 10-Q ​ 3.1 ​ 10/26/2009 ​ ​ 3.5 ​ Amendment to Certificate of Incorporation of Veeco dated May 18, 2010. ​ 10-K ​ 3.8 ​ 2/24/2011 ​ ​ 3.6 ​ Seventh Amended and Restated Bylaws of Veeco effective January 9, 2023. ​ 8-K ​ 3.1 ​ 1/10/2023 ​ ​ 3.7 ​ Certificate of Designation, Preferences, and Rights of Series A Junior Participating Preferred Stock of Veeco dated March 14, 2001. ​ 10-Q ​ 3.1 ​ 5/9/2001 ​ ​ 4.1 ​ Indenture, dated as of January 18, 2017, by and between Veeco Instruments Inc. and U.S. Bank National Association, as Trustee (relating to the 2.70% Convertible Notes due 2023). ​ 8-K ​ 4.1 ​ 1/18/2017 ​ ​ 4.2 ​ First Supplemental Indenture, dated as of January 18, 2017, by and between Veeco Instruments Inc. and U.S. Bank National Association, as Trustee (relating to the 2.70% Convertible Notes due 2023). ​ 8-K ​ 4.2 ​ 1/18/2017 ​ ​ 4.3 ​ Indenture, dated as of May 18, 2020, between Veeco Instruments Inc. and U.S. Bank National Association, as trustee. ​ 8-K ​ 4.1 ​ 5/18/2020 ​ ​ 4.4 ​ Form of 3.75% Convertible Senior Notes due 2027 . ​ 8-K ​ 4.1 ​ 5/18/2020 ​ ​ 4.5 ​ Indenture, dated as of November 17, 2020, between Veeco Instruments Inc. and U.S. Bank National Association, as trustee . ​ 8-K ​ 4.1 ​ 11/17/2020 ​ ​ 4.6 ​ Form of 3.50% Convertible Senior Notes due 2025 . ​ 8-K ​ 4.1 ​ 11/17/2020 ​ ​ 51 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Filed or Exhibit ​ ​ ​ Incorporated by Reference ​ Furnished Number ​ ​ ​ Exhibit Description ​ ​ ​ Form ​ ​ ​ Exhibit ​ ​ ​ Filing Date ​ ​ ​ Herewith 4.7 ​ Indenture, dated as of May 19, 2023, between Veeco Instruments Inc. and U.S. Bank Trust Company, National Association, as trustee. ​ 10-Q ​ 4.1 ​ 8/7/2023 ​ ​ 4.8 ​ Form of 2.875% Convertible Senior Notes due 2029. ​ 10-Q ​ 4.2 ​ 8/7/2023 ​ ​ 4.9 ​ Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 . ​ 10-K ​ 4.3 ​ 2/21/2020 ​ ​ 4.10 ​ Amendment No. 2 to the Veeco Instruments Inc. 2019 Stock Incentive Plan dated as of May 9, 2024. ​ S-8 ​ 4.9 ​ 8/9/2024 ​ ​ 10.1 ​ Lease dated February 18, 2021 between Veeco Instruments Inc. and Trimble-Junction Ventures LLC. ​ 8-K ​ 10.1 ​ 2/24/2021 ​ ​ 10.2* ​ Veeco Severance Benefits Policy, effective May 1, 2009. ​ 10-K ​ 10.1 ​ 2/22/2021 ​ ​ 10.3* ​ Veeco Amended and Restated 2010 Stock Incentive Plan, effective May 5, 2016. ​ S-8 ​ 10.1 ​ 6/2/2016 ​ ​ 10.4* ​ Veeco Amended and Restated 2010 Stock Incentive Plan, effective March 3, 2017. ​ 10-Q ​ 10.1 ​ 11/3/2017 ​ ​ 10.5* ​ Veeco Instruments Inc. 2019 Stock Incentive Plan . ​ S-8 ​ 10.1 ​ 5/7/2019 ​ ​ 10.6* ​ Amendment No. 1 to the Veeco Instruments Inc.2019 Stock Incentive Plan. ​ S-8 ​ 4.8 ​ 5/20/2022 ​ ​ 10.7 ​ Ultratech, Inc. 1993 Stock Option/Stock Issuance Plan (as Amended and Restated as of May 31, 2011) ​ S-8 ​ 10.1 ​ 5/26/2017 ​ ​ 10.8 ​ Form of Capped Call Confirmation. ​ 8-K ​ 10.1 ​ 5/18/2020 ​ ​ 10.9 ​ Exchange Agreement . ​ 8-K ​ 10.1 ​ 11/17/2020 ​ ​ 10.10 ​ Note Purchase Agreement, dated as of November 5, 2021, by and between Veeco Instruments Inc. and Lynrock Lake LLP. ​ 8-K ​ 10.1 ​ 11/8/2021 ​ ​ 10.11 ​ Loan and Security Agreement, dated as of December 16, 2021, by and among Veeco Instruments Inc., as borrower, the guarantors party thereto, the lenders from time to time party thereto, HSBC Bank USA, National Association, as administrative agent, collateral agent, joint lead arranger, and joint bookrunner, Barclays bank PLC, as joint lead arranger and joint bookrunner, and Santander Bank, N.A. ​ 8-K ​ 10.1 ​ 12/20/2021 ​ ​ 10.12 ​ Guaranty, dated as of December 16, 2021, by the guarantors, identified therin in favor of HSBC Bank USA, National Association, as agent. ​ 8-K ​ 10.2 ​ 12/20/2021 ​ ​ 10.13 ​ First Amendment to Loan and Security Agreement, dated as of May 19, 2023, by and among Veeco Instruments Inc., as borrower, the guarantors party thereto, the lenders from time to time party thereto and HSBC Bank USA, National Association, as administrative agent, collateral agent, joint lead arranger, and joint bookrunner, Barclays Bank PLC, as joint lead arranger and joint bookrunner, and Santander Bank, N.A. ​ 10-Q ​ 10.1 ​ 8/7/2023 ​ ​ 52 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Filed or Exhibit ​ ​ ​ Incorporated by Reference ​ Furnished Number ​ ​ ​ Exhibit Description ​ ​ ​ Form ​ ​ ​ Exhibit ​ ​ ​ Filing Date ​ ​ ​ Herewith 10.14 ​ 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. ​ 8-K ​ 10.1 ​ 8/2/2024 ​ ​ 10.15 ​ 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. ​ 8-K ​ 10.1 ​ 6/17/2025 ​ ​ 10.16 ​ 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. ​ 8-K ​ 10.1 ​ 10/1/2025 ​ ​ 10.17* ​ 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. ​ 10-Q ​ 10.1 ​ 5/9/2022 ​ ​ 10.18* ​ Form of Notice of Restricted Stock Award and related terms and conditions pursuant to the Veeco 2019 Stock Incentive Plan, effective March 2022. ​ 10-Q ​ 10.2 ​ 5/9/2022 ​ ​ 10.19* ​ Form of Notice of Performance Restricted Stock Unit Award and related terms and conditions pursuant to the Veeco 2019 Stock Incentive Plan, effective March 2023. ​ 10-Q ​ 10.1 ​ 5/8/2023 ​ ​ 10.20* ​ Form of Notice of Restricted Stock Award and related terms and conditions pursuant to the Veeco 2019 Stock Incentive Plan, effective March 2023. ​ 10-Q ​ 10.2 ​ 5/8/2023 ​ ​ 10.21* ​ 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. ​ 10-Q ​ 10.1 ​ 5/7/2024 ​ ​ 10.22* ​ Form of Notice of Restricted Stock Unit Award and related terms and conditions pursuant to Veeco 2019 Stock Incentive Plan, effective March 2024. ​ 10-Q ​ 10.2 ​ 5/7/2024 ​ ​ 10.23* ​ 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. ​ 10-Q ​ 10.1 ​ 5/7/2025 ​ ​ 10.24* ​ Form of Notice of Restricted Stock Unit Award and related terms and conditions pursuant to Veeco 2019 Stock Incentive Plan, effective March 2025. ​ 10-Q ​ 10.2 ​ 5/7/2025 ​ ​ 10.25* ​ Veeco 2013 Inducement Stock Incentive Plan, effective September 26, 2013 . ​ 10-Q ​ 10.1 ​ 11/4/2013 ​ ​ 53 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Filed or Exhibit ​ ​ ​ Incorporated by Reference ​ Furnished Number ​ ​ ​ Exhibit Description ​ ​ ​ Form ​ ​ ​ Exhibit ​ ​ ​ Filing Date ​ ​ ​ Herewith 10.26* ​ Veeco Instruments Inc. 2016 Employee Stock Purchase Plan . ​ S-8 ​ 10.9 ​ 6/2/2016 ​ ​ 10.27* ​ First Amendment to Veeco Instruments Inc. 2016 Employee Stock Purchase Plan. ​ S-8 ​ 10.11 ​ 5/7/2019 ​ ​ 10.28* ​ Second Amendment to Veeco Instruments Inc. 2016 Employee Stock Purchase Plan . ​ S-8 ​ 10.1 ​ 5/11/2021 ​ ​ 10.29* ​ Third Amendment to the Veeco Instruments Inc. 2016 Employee Stock Purchase Plan. ​ S-8 ​ 4.10 ​ 5/22/2025 ​ ​ 10.30* ​ Form of Amended and Restated Indemnification Agreement entered into between Veeco and each of its directors and executive officers (August 2017). ​ 10-Q ​ 10.2 ​ 8/3/2017 ​ ​ 10.31* ​ ​ Veeco Amended and Restated Senior Executive Change in Control Policy, effective as of July 29, 2025. ​ 10-Q ​ 10.2 ​ 8/6/2025 ​ ​ 10.32* ​ Letter Agreement dated January 30, 2012 between Veeco and Dr. William J. Miller. ​ 10-K ​ 10.30 ​ 2/22/2012 ​ ​ 10.33* ​ Letter Agreement dated August 29, 2018 between Veeco and Dr. William J. Miller. ​ 8-K ​ 10.2 ​ 9/4/2018 ​ ​ 10.34* ​ Amendment dated March 22, 2019 to the Letter Agreement between Veeco and William J. Miller, Ph.D. ​ 10-Q ​ 10.4 ​ 5/7/2019 ​ ​ 10.35* ​ Letter Agreement dated January 21, 2004 between Veeco and John P. Kiernan. ​ 10-K ​ 10.38 ​ 3/12/2004 ​ ​ 10.36* ​ Amendment effective June 9, 2006 to Letter Agreement between Veeco and John P. Kiernan. ​ 10-Q ​ 10.3 ​ 8/4/2006 ​ ​ 10.37* ​ Amendment effective December 31, 2008 to Letter Agreement between Veeco and John P. Kiernan. ​ 10-K ​ 10.40 ​ 3/2/2009 ​ ​ 10.38* ​ Letter dated January 1, 2020 from Veeco to John P. Kiernan. ​ 8-K ​ 99.2 ​ 1/2/2020 ​ ​ 10.39* ​ Letter Agreement dated March 20, 2019 between Veeco and Adrian Devasahayam. ​ 10-K ​ 10.30 ​ 2/22/2021 ​ ​ 10.40* ​ Letter Agreement dated August 4, 2017 between Veeco and Peter Porshnev. ​ 10-K ​ 10.31 ​ 2/22/2021 ​ ​ 10.41* ​ Letter Agreement dated March 9, 2020 between Veeco and Susan Wilkerson. ​ 10-K ​ 10.32 ​ 2/22/2021 ​ ​ 19.1 ​ Veeco Instruments Inc. Securities Trading Policy ​ 10-K ​ 19.1 ​ 2/14/2025 ​ ​ 21.1 ​ Subsidiaries of the Registrant. ​ ​ ​ ​ ​ ​ ​ X 23.1 ​ Consent of KPMG LLP. ​ ​ ​ ​ ​ ​ ​ X 31.1 ​ Certification of Chief Executive Officer pursuant to Rule 13a—14(a) or Rule 15d—14(a) of the Securities and Exchange Act of 1934. ​ ​ ​ ​ ​ ​ ​ X 31.2 ​ Certification of Chief Financial Officer pursuant to Rule 13a—14(a) or Rule 15d—14(a) of the Securities and Exchange Act of 1934. ​ ​ ​ ​ ​ ​ ​ X 32.1 ​ Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. ​ ​ ​ ​ ​ ​ ​ X 32.2 ​ Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. ​ ​ ​ ​ ​ ​ ​ X 54 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Filed or Exhibit ​ ​ ​ Incorporated by Reference ​ Furnished Number ​ ​ ​ Exhibit Description ​ ​ ​ Form ​ ​ ​ Exhibit ​ ​ ​ Filing Date ​ ​ ​ Herewith 97 ​ Compensation Recoupment Policy for Executive Officers ​ 10-K ​ 97 ​ 2/14/2025 ​ ​ 101.INS ​ 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. ​ ​ ​ ​ ​ ​ ​ ** 101.XSD ​ XBRL Schema. ​ ​ ​ ​ ​ ​ ​ ** 101.PRE ​ XBRL Presentation. ​ ​ ​ ​ ​ ​ ​ ** 101.CAL ​ XBRL Calculation. ​ ​ ​ ​ ​ ​ ​ ** 101.DEF ​ XBRL Definition. ​ ​ ​ ​ ​ ​ ​ ** 101.LAB ​ XBRL Label. ​ ​ ​ ​ ​ ​ ​ ** 104 ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). ​ ​ ​ ​ ​ ​ ​ ** * Indicates a management contract or compensatory plan or arrangement, as required by Item 15(a) (3) of Form 10-K. ** Filed herewith electronically 55 Table of Contents SIGNATURES ​ Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 25, 2026. ​ ​ ​ ​ ​ Veeco Instruments Inc. ​ ​ ​ ​ By: /s/ WILLIAM J. MILLER, Ph.D. ​ ​ William J. Miller, Ph.D. ​ ​ Chief Executive Officer ​ Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated, on February 25, 2026. ​ Signature ​ ​ ​ Title ​ ​ ​ /s/ WILLIAM J. MILLER, Ph.D. ​ Chief Executive Officer and Director William J. Miller, Ph.D. ​ (principal executive officer) ​ ​ ​ /s/ JOHN P. KIERNAN ​ Senior Vice President and Chief Financial Officer John P. Kiernan ​ (principal financial & accounting officer) ​ ​ ​ /s/ RICHARD A. D’AMORE ​ Chairman Richard A. D’Amore ​ ​ ​ ​ ​ /s/ KATHLEEN A. BAYLESS ​ Director Kathleen A. Bayless ​ ​ ​ /s/ SUJEET CHAND, Ph.D. Sujeet Chand, Ph.D. ​ ​ Director ​ ​ ​ /s/ GORDON HUNTER ​ Director Gordon Hunter ​ ​ ​ ​ ​ /s/ KEITH D. JACKSON ​ Director Keith D. Jackson ​ ​ ​ ​ ​ /s/ LENA NICOLAIDES, Ph.D. ​ Director Lena Nicolaides, Ph.D. ​ ​ ​ ​ ​ /s/ MARY JANE RAYMOND ​ Director Mary Jane Raymond ​ ​ ​ ​ ​ /s/ THOMAS ST. DENNIS ​ Director Thomas St. Dennis ​ ​ ​ ​ ​ 56 Table of Contents Veeco Instruments Inc. and Subsidiaries ​ Index to Consolidated Financial Statements and Financial Statement Schedule ​ ​ Page ​ ​ Report of Independent Registered Public Accounting Firm (PCAOB ID 185 ) F-2 Consolidated Balance Sheets at December 31, 2025 and 2024 F-4 Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 F-5 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024, and 2023 F-6 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024, and 2023 F-7 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023 F-8 Notes to Consolidated Financial Statements F-9 Schedule II—Valuation and Qualifying Accounts S-1 11 ​ ​ F-1 Table of Contents Report of Independent Registered Public Accounting F irm ​ To the Stockholders and the Board of Directors Veeco Instruments Inc.: ​ Opinion on the Consolidated Financial Statements ​ We have audited the accompanying consolidated balance sheets of Veeco Instruments Inc. and subsidiaries (the Company) as of December 31, 2025 and December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule II - valuation and qualifying accounts (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 December 31, 2025 and December 31, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. ​ 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 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 consolidated 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 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 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 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 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 ​ As discussed in Note 1 of the consolidated financial statements, the Company assesses the valuation of its inventories, including materials, work-in-process, and finished goods, each reporting period. Obsolete inventory or inventory in excess of the Company’s estimated usage requirement is written down to its estimated net realizable value if less than cost. Estimates of usage include the Company’s analysis of anticipated demand, possible alternative uses of its inventory, as well as other qualitative factors. As of December 31, 2025, the Company’s inventories totaled $275.3 million. F-2 Table of Contents ​ We identified the assessment of the value of excess and obsolete inventory as a critical audit matter. Subjective auditor judgement was required to evaluate the Company’s estimates of anticipated demand, which can be affected by market and economic conditions outside the Company’s control. ​ 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 related to the Company’s inventory valuation process. This included controls related to the development of estimates of anticipated demand of inventory. We evaluated current year estimates of anticipated demand used to assess the value of excess and obsolete inventory when they differed significantly from historical sales volumes. For certain inventory items, we compared the prior year estimate of anticipated demand to actual results to assess the Company’s ability to accurately forecast. ​ /s/ KPMG LLP ​ We have served as the Company’s auditor since 2015. ​ Santa Clara, California February 25, 2026 ​ F-3 Table of Contents Veeco Instruments Inc. and Subsidiaries Consolidated Balance Sheets (in thousands, except share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Assets ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 163,466 ​ $ 145,595 Restricted cash ​ ​ — ​ ​ 224 Short-term investments ​ 226,763 ​ 198,719 Accounts receivable, net ​ 110,685 ​ 96,834 Contract assets ​ ​ 34,838 ​ ​ 37,109 Inventories ​ 275,298 ​ 246,735 Prepaid expenses and other current assets ​ ​ 34,286 ​ ​ 39,316 Total current assets ​ 845,336 ​ 764,532 Property, plant, and equipment, net ​ 108,646 ​ 113,789 Operating lease right-of-use assets ​ ​ 24,606 ​ ​ 26,503 Intangible assets, net ​ ​ 5,696 ​ ​ 8,832 Goodwill ​ 214,964 ​ 214,964 Deferred income taxes ​ ​ 122,935 ​ ​ 120,191 Other assets ​ 3,612 ​ 2,766 Total assets ​ $ 1,325,795 ​ $ 1,251,577 ​ ​ ​ ​ ​ ​ ​ Liabilities and stockholders' equity ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 55,344 ​ $ 43,519 Accrued expenses and other current liabilities ​ 45,503 ​ 55,195 Contract liabilities ​ 74,161 ​ 64,986 Income taxes payable ​ 3,048 ​ 2,086 Current portion of long-term debt ​ — ​ 26,496 Total current liabilities ​ 178,056 ​ 192,282 Deferred income taxes ​ 532 ​ 689 Long-term debt ​ 226,009 ​ 249,702 Long-term operating lease liabilities ​ ​ 31,837 ​ ​ 34,318 Other liabilities ​ 3,852 ​ 3,816 Total liabilities ​ 440,286 ​ 480,807 Stockholders' equity: ​ ​ ​ ​ ​ ​ Preferred stock, $ 0.01 par value; 500,000 shares authorized; no shares issued and outstanding. ​ — ​ ​ — Common stock, $ 0.01 par value; 120,000,000 shares authorized; 60,388,539 shares issued and outstanding at December 31, 2025 and 56,827,915 shares issued and outstanding at December 31, 2024 ​ 604 ​ 569 Additional paid-in capital ​ 1,306,176 ​ 1,227,134 Accumulated deficit ​ ( 423,065 ) ​ ( 458,455 ) Accumulated other comprehensive income ​ 1,794 ​ 1,522 Total stockholders' equity ​ 885,509 ​ 770,770 Total liabilities and stockholders' equity ​ $ 1,325,795 ​ $ 1,251,577 ​ See accompanying Notes to the Consolidated Financial Statements. ​ F-4 Table of Contents Veeco Instruments Inc. and Subsidiaries Consolidated Statements of Operations (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net sales ​ $ 664,294 ​ $ 717,301 ​ $ 666,435 Cost of sales ​ 398,885 ​ 413,296 ​ 381,376 Gross profit ​ 265,409 ​ 304,005 ​ 285,059 Operating expenses, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and development ​ 119,641 ​ 124,507 ​ 112,853 Selling, general, and administrative ​ 98,906 ​ 99,663 ​ 92,756 Amortization of intangible assets ​ 3,136 ​ 6,983 ​ 8,481 Merger costs ​ ​ 8,908 ​ ​ — ​ ​ — Asset impairment ​ — ​ 28,131 ​ — Other operating expense (income), net ​ ​ ( 889 ) ​ ​ ( 22,260 ) ​ ​ 1,029 Total operating expenses, net ​ ​ 229,702 ​ ​ 237,024 ​ ​ 215,119 Operating income ​ 35,707 ​ 66,981 ​ 69,940 Interest income ​ 13,469 ​ 12,898 ​ 10,583 Interest expense ​ ( 9,136 ) ​ ( 11,045 ) ​ ( 11,770 ) Other income (expense), net ​ ​ ( 653 ) ​ ​ — ​ ​ ( 97,091 ) Income (loss) before income taxes ​ 39,387 ​ 68,834 ​ ( 28,338 ) Income tax expense (benefit) ​ 3,997 ​ ( 4,880 ) ​ 2,030 Net income (loss) ​ $ 35,390 ​ $ 73,714 ​ $ ( 30,368 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.60 ​ $ 1.31 ​ $ ( 0.56 ) Diluted ​ $ 0.59 ​ $ 1.23 ​ $ ( 0.56 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average number of shares: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 59,299 ​ 56,426 ​ 53,769 Diluted ​ 60,594 ​ 61,596 ​ 53,769 ​ See accompanying Notes to the Consolidated Financial Statements. ​ ​ F-5 Table of Contents Veeco Instruments Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net income (loss) ​ $ 35,390 ​ $ 73,714 ​ $ ( 30,368 ) Other comprehensive income (loss), net of tax: ​ ​ ​ ​ ​ ​ ​ ​ ​ Available-for-sale securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in net unrealized gains or losses ​ 194 ​ ( 101 ) ​ 691 Unrealized gain (loss) on available-for-sale securities ​ 194 ​ ( 101 ) ​ ​ 691 Currency translation adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in currency translation adjustments ​ 78 ​ 16 ​ ( 12 ) Net changes related to currency translation adjustments ​ 78 ​ 16 ​ ( 12 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other comprehensive income (loss), net of tax ​ 272 ​ ( 85 ) ​ 679 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total comprehensive income (loss) ​ $ 35,662 ​ $ 73,629 ​ $ ( 29,689 ) ​ See accompanying Notes to the Consolidated Financial Statements. ​ ​ F-6 Table of Contents Veeco Instruments Inc. and Subsidiaries Consolidated Statements of Stockholders' Equity (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ ​ Common Stock ​ Paid-in ​ Accumulated ​ Comprehensive ​ ​ ​ ​ ​ Shares ​ Amount ​ Capital ​ Deficit ​ Income ​ Total Balance at December 31, 2022 51,660 ​ $ 517 ​ $ 1,078,180 ​ $ ( 501,801 ) ​ $ 928 ​ $ 577,824 Net income (loss) — ​ — ​ — ​ ( 30,368 ) ​ — ​ ( 30,368 ) Other comprehensive income (loss), net of tax — ​ — ​ — ​ — ​ 679 ​ 679 Share-based compensation expense — ​ ​ — ​ ​ 28,558 ​ — ​ — ​ 28,558 Net issuance under employee stock plans ​ 244 ​ ​ 2 ​ ​ ( 6,393 ) ​ ​ — ​ ​ — ​ ​ ( 6,391 ) Partial extinguishment of 2025 and 2027 Notes ​ 4,460 ​ ​ 45 ​ ​ 102,095 ​ ​ ​ ​ ​ ​ ​ ​ 102,140 Balance at December 31, 2023 56,364 ​ ​ 564 ​ ​ 1,202,440 ​ ​ ( 532,169 ) ​ ​ 1,607 ​ ​ 672,442 Net income (loss) — ​ ​ — ​ ​ — ​ ​ 73,714 ​ ​ — ​ 73,714 Other comprehensive income (loss), net of tax — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 85 ) ​ ( 85 ) Share-based compensation expense — ​ ​ — ​ ​ 35,879 ​ ​ — ​ ​ — ​ 35,879 Net issuance under employee stock plans ​ 464 ​ ​ 5 ​ ​ ( 11,185 ) ​ ​ — ​ ​ — ​ ​ ( 11,180 ) Balance at December 31, 2024 56,828 ​ ​ 569 ​ ​ 1,227,134 ​ ​ ( 458,455 ) ​ ​ 1,522 ​ ​ 770,770 Net income (loss) — ​ ​ — ​ ​ — ​ ​ 35,390 ​ ​ — ​ 35,390 Other comprehensive income (loss), net of tax — ​ ​ — ​ ​ — ​ ​ — ​ ​ 272 ​ 272 Share-based compensation expense — ​ ​ — ​ ​ 37,047 ​ ​ — ​ ​ — ​ 37,047 Settlement of the 2025 Notes ​ 1,104 ​ ​ 11 ​ ​ 26,489 ​ ​ — ​ ​ — ​ ​ 26,500 Settlement of the 2027 Notes ​ 1,643 ​ ​ 16 ​ ​ 20,215 ​ ​ — ​ ​ — ​ ​ 20,231 Net issuance under employee stock plans ​ 814 ​ ​ 8 ​ ​ ( 4,709 ) ​ ​ — ​ ​ — ​ ​ ( 4,701 ) Balance at December 31, 2025 60,389 ​ $ 604 ​ $ 1,306,176 ​ $ ( 423,065 ) ​ $ 1,794 ​ $ 885,509 ​ See accompanying Notes to the Consolidated Financial Statements. ​ ​ F-7 Table of Contents Veeco Instruments Inc. and Subsidiaries Consolidated Statements of Cash Flows (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Cash Flows from Operating Activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ 35,390 ​ $ 73,714 ​ $ ( 30,368 ) Adjustments to reconcile net income to net cash provided by (used in) operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 20,020 ​ 25,143 ​ 24,966 Non-cash interest expense ​ ​ 1,118 ​ ​ 1,257 ​ ​ 1,118 Deferred income taxes ​ ( 2,982 ) ​ ( 8,729 ) ​ ( 2,211 ) Share-based compensation expense ​ 37,047 ​ 35,879 ​ 28,558 Loss on extinguishment of debt ​ ​ — ​ ​ — ​ ​ 97,091 Asset impairment ​ ​ — ​ ​ 28,131 ​ ​ — Impairment of equity investments ​ ​ — ​ ​ 404 ​ ​ — Provision for bad debts ​ ​ — ​ ​ — ​ ​ 316 Changes in contingent consideration ​ ​ ( 925 ) ​ ​ ( 21,242 ) ​ ​ 701 Changes in operating assets and liabilities: ​ ​ — ​ ​ ​ ​ ​ ​ Accounts receivable and contract assets ​ ( 11,591 ) ​ ( 6,555 ) ​ 13,271 Inventories ​ ( 28,563 ) ​ ( 8,307 ) ​ ( 35,158 ) Prepaid expenses and other current assets ​ 3,021 ​ ( 4,751 ) ​ ( 16,063 ) Accounts payable and accrued expenses ​ 4,228 ​ ( 338 ) ​ ( 8,810 ) Contract liabilities ​ 9,175 ​ ( 53,040 ) ​ ( 9,626 ) Income taxes receivable and payable, net ​ 4,935 ​ 5,861 ​ ( 525 ) Other, net ​ ( 1,380 ) ​ ( 3,612 ) ​ ( 1,586 ) Net cash provided by (used in) operating activities ​ 69,493 ​ 63,815 ​ 61,674 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash Flows from Investing Activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ ( 16,200 ) ​ ( 18,113 ) ​ ( 27,930 ) Acquisition of businesses, net of cash acquired ​ ​ — ​ ​ — ​ ​ ( 30,373 ) Proceeds from the sale of investments ​ 198,254 ​ 154,223 ​ 182,853 Payments for purchases of investments ​ ( 223,532 ) ​ ( 202,690 ) ​ ( 177,880 ) Proceeds from sale of productive assets ​ — ​ 2,033 ​ — Net cash provided by (used in) investing activities ​ ​ ( 41,478 ) ​ ​ ( 64,547 ) ​ ​ ( 53,330 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash Flows from Financing Activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Restricted stock tax withholdings ​ ​ ( 9,074 ) ​ ​ ( 16,064 ) ​ ​ ( 11,009 ) Repayment of convertible debt ​ ​ ( 5,229 ) ​ ​ — ​ ​ — Debt issuance costs ​ ​ ( 885 ) ​ ​ — ​ ​ — Contingent consideration payments ​ ​ — ​ ​ ( 1,818 ) ​ ​ ( 2,500 ) Proceeds (net of tax withholdings) from option exercises and employee stock purchase plan ​ 4,719 ​ 5,303 ​ 4,618 Proceeds from issuance of 2029 Notes, net of issuance costs ​ ​ — ​ ​ — ​ ​ 223,202 Extinguishment of convertible notes ​ — ​ — ​ ( 218,991 ) Net cash provided by (used in) financing activities ​ ( 10,469 ) ​ ( 12,579 ) ​ ( 4,680 ) Effect of exchange rate changes on cash and cash equivalents ​ 101 ​ 10 ​ ( 16 ) Net increase (decrease) in cash, cash equivalents, and restricted cash ​ 17,647 ​ ( 13,301 ) ​ 3,648 Cash, cash equivalents, and restricted cash - beginning of period ​ 145,819 ​ 159,120 ​ 155,472 Cash, cash equivalents, and restricted cash - end of period ​ $ 163,466 ​ $ 145,819 ​ $ 159,120 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental Disclosure of Cash Flow Information ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest paid ​ $ 8,233 ​ $ 9,501 ​ $ 11,781 Income taxes paid, net of refunds received ​ ​ 87 ​ ​ 3,034 ​ ​ 5,095 Non-cash activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures included in accounts payable and accrued expenses ​ ​ 1,974 ​ ​ 4,395 ​ ​ 4,388 Net transfer of inventory to property, plant and equipment ​ ​ — ​ ​ — ​ ​ 4,296 Right-of-use assets obtained in exchange for lease obligations ​ ​ 944 ​ ​ 5,179 ​ ​ 630 See accompanying Notes to the Consolidated Financial Statements. ​ F-8 Table of Contents Note 1 — Significant Accounting Policies ​ (a) Description of Business ​ Veeco Instruments Inc. (together with its consolidated subsidiaries, “Veeco,” or the “Company”) operates in a single segment: 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 ​ The accompanying audited Consolidated Financial Statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). The Company reports interim quarters on a 13 -week basis ending on the last Sunday of each period, which is determined at the start of each year. The Company’s fourth quarter always ends on the last day of the calendar year, December 31. 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. ​ (c) Use of Estimates ​ The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, these estimates may ultimately differ from actual results. Significant items subject to such estimates and assumptions include: (i) stand-alone selling prices for the Company’s products and services; (ii) allowances for doubtful accounts; (iii) inventory obsolescence; (iv) the useful lives and expected future cash flows of property, plant, and equipment and identifiable intangible assets; (v) the fair value of the Company’s reporting unit and related goodwill; (vi) investment valuations and the valuation of derivatives, deferred tax assets, and assets acquired in business combinations; (vii) the recoverability of long-lived assets; (viii) liabilities for product warranty and legal contingencies; (ix) share-based compensation; (x) lease term and incremental borrowing rates used in determining operating lease assets and liabilities; (xi) income tax uncertainties; (xii) purchase accounting estimates; and (xiii) contingent consideration estimates. ​ (d) Principles of Consolidation ​ The Consolidated Financial Statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. Companies acquired during each reporting period are reflected in the results of the Company effective from their respective dates of acquisition through the end of the reporting period. ​ (e) Foreign Currencies ​ Assets and liabilities of the Company’s foreign subsidiaries that operate using functional currencies other than the U.S. dollar are translated using the exchange rates in effect at the balance sheet date. Results of operations are translated using monthly average exchange rates. Adjustments arising from the translation of the foreign currency financial statements of the Company’s subsidiaries into U.S. dollars, including intercompany transactions of a long-term nature, are reported as currency translation adjustments in “Accumulated other comprehensive income” in the Consolidated Balance Sheets. F-9 Table of Contents Foreign currency transaction gains or losses are included in “Other operating expense (income), net” in the Consolidated Statements of Operations. ​ (f) Revenue Recognition ​ Revenue is recognized upon the transfer of control of the promised product or service to the customer in an amount that reflects the consideration the Company expects to receive in exchange for such product or service. The Company’s contracts with customers generally do not contain variable consideration. In the rare instances where variable consideration is included, the Company estimates the amount of variable consideration and determines what portion of that, if any, has a high probability of significant subsequent revenue reversal, and if so, that amount is excluded from the transaction price. The Company’s contracts with customers frequently contain multiple deliverables, such as systems, upgrades, components, spare parts, installation, maintenance, and service plans. Judgment is required to properly identify the performance obligations within a contract and to determine how the revenue should be allocated among the performance obligations. The Company also evaluates whether multiple transactions with the same customer or related parties should be considered part of a single contract based on an assessment of whether the contracts or agreements are negotiated or executed within a short time frame of each other or if there are indicators that the contracts are negotiated in contemplation of one another. When there are separate units of accounting, the Company allocates revenue to each performance obligation on a relative stand-alone selling price basis. The stand-alone selling prices are determined based on the prices at which the Company separately sells the systems, upgrades, components, spare parts, installation, maintenance, and service plans. For items that are not sold separately, the Company estimates stand-alone selling prices generally using an expected cost plus margin approach. Most of the Company’s revenue is recognized at a point in time when the performance obligation is satisfied. The Company considers many facts when evaluating each of its sales arrangements to determine the timing of revenue recognition, including its contractual obligations and the nature of the customer’s post-delivery acceptance provisions. The Company’s system sales arrangements, including certain upgrades, generally include field acceptance provisions that may include functional or mechanical test procedures. For many of these arrangements, a customer source inspection of the system is performed in the Company’s facility, test data is sent to the customer documenting that the system is functioning to the agreed upon specifications prior to delivery, or other quality assurance testing is performed internally to ensure system functionality prior to shipment. Historically, such source inspection or test data replicates the field acceptance provisions that are performed at the customer’s site prior to final acceptance of the system. When the Company objectively demonstrates that the criteria specified in the contractual acceptance provisions are achieved prior to delivery either through customer testing or the Company’s historical experience of its tools meeting specifications, transfer of control of the product to the customer is considered to have occurred and revenue is recognized upon system delivery since there is no substantive contingency remaining related to the acceptance provisions at that date. For new products, new applications of existing products, or for products with substantive customer acceptance provisions where the Company cannot objectively demonstrate that the criteria specified in the contractual acceptance provisions have been achieved prior to delivery, revenue and the associated costs are deferred. The Company recognizes such revenue and costs upon obtaining objective evidence that the acceptance provisions can be achieved, assuming all other revenue recognition criteria have been met. In certain cases, the Company’s contracts with customers contain a billing retention, which is billed by the Company and payable by the customer when field acceptance provisions are completed. Revenue recognized in advance of the amount that has been billed is recorded as a Contract Asset on the Consolidated Balance Sheets. The Company recognizes revenue related to maintenance and service contracts over time based upon the respective contract term. Installation revenue is recognized over time as the installation services are performed. 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. F-10 Table of Contents The Company may receive advanced payments on system transactions. The timing of the transfer of goods or services related to the advanced payments is either at the discretion of the customer or expected to be within one year from the advanced receipt. As such, the Company does not adjust transaction prices for the time value of money. Incremental direct costs incurred related to the acquisition of a customer contract, such as sales commissions, are expensed as incurred since the expected performance period is one year or less. The Company has elected to treat shipping and handling costs, including those costs incurred to move, package, and prepare the Company’s products for shipment and to move the products to a customer’s designated location, as a fulfillment activity, and the Company includes such costs in “Cost of sales” in the Consolidated Statements of Operations as incurred. These costs are generally comprised of payments to third-party shippers. Taxes assessed by governmental authorities that are collected by the Company from a customer are excluded from revenue. ​ (g) Warranty Costs ​ The Company typically provides standard warranty coverage on its systems for one year from the date of final acceptance by providing labor and parts necessary to repair the systems during the warranty period. The Company records the estimated warranty cost when revenue is recognized on the related system. Warranty cost is included in “Cost of sales” in the Consolidated Statements of Operations. The estimated warranty cost is based on the Company’s historical experience with its systems and regional labor costs. The Company calculates the average service hours by region and parts expense per system utilizing actual service records to determine the estimated warranty charge. The Company updates its warranty estimates on a quarterly basis when the actual product performance or field expense differs from original estimates. ​ (h) Research and Development Costs ​ Research and development costs are expensed as incurred and include charges for the development of new technology and the transition of existing technology into new products or services. ​ (i) Advertising Expense ​ 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 ​ Share-based awards exchanged for employee services are accounted for under the fair value method. Accordingly, share-based compensation cost is measured at the grant date based on the estimated fair value of the award. The expense for awards is recognized over the employee’s requisite service period (generally the vesting period of the award). The Company has elected to treat awards with only service conditions and with graded vesting as one award. Consequently, the total compensation expense is recognized straight-line over the entire vesting period, so long as the compensation cost recognized at any date at least equals the portion of the grant date fair value of the award that is vested at that date. Additionally, the Company will make adjustments to compensation expense for forfeitures as they occur. ​ In addition to stock options, restricted share awards (“RSAs”) and restricted stock units (“RSUs”) with time-based vesting, the Company grants performance share units and awards (“PSUs” and “PSAs”) that have either performance or market conditions. Compensation cost for PSUs and PSAs with market conditions is recognized over the requisite service period regardless of the expected level of achievement. 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. ​ 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 F-11 Table of Contents assumptions regarding dividend yields, expected volatility, expected option term, and risk-free interest rates. See Note 13, “Stock Plans,” for additional information. ​ (k) Income Taxes ​ Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rate is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will not be realized, which is dependent upon the generation of future taxable income. ​ (l) Concentration of Credit Risk ​ Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, investments, derivative financial instruments used in hedging activities, and accounts receivable. The Company invests in a variety of financial instruments and, by policy, limits the amount of credit exposure with any one financial institution or commercial issuer. Historically, the Company has not experienced any material credit losses on its investments. ​ The Company maintains an allowance reserve for potentially uncollectible accounts receivable for estimated losses resulting from the inability of its customers to make required payments. The Company evaluates its allowance for doubtful accounts based on a combination of factors. In circumstances where specific invoices are deemed to be uncollectible, the Company provides a specific allowance for bad debt against the amount due to reduce the net recognized receivable to the amount reasonably expected to be collected. The Company also provides allowances based on its write-off history. Finally, the Company also considers its current expectations of future economic conditions, when estimating its allowance for doubtful accounts. The allowance for doubtful accounts totaled $ 1.0 million at both December 31, 2025 and 2024. ​ To further mitigate the Company’s exposure to uncollectible accounts receivable, the Company may request certain customers provide a negotiable irrevocable letter of credit drawn on a reputable financial institution. These irrevocable letters of credit are typically issued to mature between zero and 90 days from the date the documentation requirements are met, typically when a system ships or upon receipt of final acceptance from the customer. The Company, at its discretion, may monetize these letters of credit on a non-recourse basis after they become negotiable but before maturity. The fees associated with the monetization are included in “Selling, general, and administrative” in the Consolidated Statements of Operations and were immaterial for the years ended December 31, 2025, 2024, and 2023. ​ (m) Fair Value of Financial Instruments ​ The carrying amounts of financial instruments, including cash equivalents, accounts receivable, accounts payable, and accrued expenses reflected in the consolidated financial statements approximate fair value due to their short-term maturities. 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. ​ (n) Cash, Cash Equivalents, and Short-term Investments ​ All financial instruments purchased with an original maturity of three months or less at the time of purchase are considered cash equivalents. Such items may include liquid money market funds, certificate of deposit and time deposit accounts, U.S. treasuries, government agency securities, and corporate debt. Investments that are classified as cash equivalents are carried at cost, which approximates fair value. The Company’s cash and cash equivalents includes $ 79.2 million and $ 81.0 million of cash equivalents at December 31, 2025 and 2024, respectively. F-12 Table of Contents ​ A portion of the Company’s cash and cash equivalents is held by its subsidiaries throughout the world, frequently in each subsidiary’s respective functional currency, which is typically the U.S. dollar. Approximately 14 % and 31 % of cash and cash equivalents were maintained outside the United States at December 31, 2025 and 2024, respectively. ​ Short-term investments consist of marketable debt securities, and are generally classified as available-for-sale for use in current operations, if required, and are reported at fair value, with unrealized gains and losses, net of tax, presented as a separate component of stockholders’ equity under the caption “Accumulated other comprehensive income” on the Consolidated Balance Sheets. These securities can include U.S. treasuries, government agency securities, corporate debt, and commercial paper, all with maturities of greater than three months when purchased. All realized gains and losses and unrealized losses resulting from declines in fair value that are other than temporary are included in “Other operating expense (income), net” in the Consolidated Statements of Operations. The specific identification method is used to determine the realized gains and losses on investments. ​ Non-marketable equity securities are equity securities without readily observable market prices and are included in “Other assets” in the Consolidated Balance Sheets. Non-marketable securities are measured at cost, adjusted for changes in observable prices minus impairment. Changes in fair value and impairment charges are included in “Other income (expense), net” in the Consolidated Statements of Operations. ​ (o) Inventories ​ Inventories are stated at the lower of cost and net realizable value, with cost determined on a first-in, first-out basis. Each quarter the Company assesses the valuation and recoverability of all inventories: materials (raw materials, spare parts, and service inventory); work-in-process; finished goods; and evaluation inventory at customer facilities. Obsolete inventory or inventory in excess of management’s estimated usage requirement is written down to its estimated net realizable value if less than cost. The Company evaluates usage requirements by analyzing historical usage, anticipated demand, alternative uses of materials, and other qualitative factors. Unanticipated changes in demand for the Company’s products may require a write down of inventory, which would be reflected in “Cost of Sales” in the Consolidated Statements of Operations in the period the revision is made. Inventory acquired as part of a business combination is recorded at fair value on the date of acquisition. ​ (p) Business Combinations ​ The Company allocates the fair value of the purchase consideration of the Company’s acquisitions to the tangible assets, intangible assets, and liabilities assumed, based on estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. 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. ​ (q) Goodwill ​ 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. Goodwill is measured as the excess of the consideration transferred over the net fair value of identifiable assets acquired and liabilities assumed. Goodwill is evaluated for impairment in the beginning of the fourth quarter of each year or more frequently if impairment indicators arise. ​ In testing goodwill for impairment, the Company may first perform a qualitative assessment of whether it is more likely than not that the reporting unit’s fair value is less than its carrying amount, and, if so, the Company then quantitatively compares the fair value of the reporting unit to its carrying amount. If the fair value exceeds the carrying amount, goodwill is not impaired. If the carrying amount exceeds fair value, the Company then records an impairment loss equal to the difference, up to the carrying value of goodwill. ​ F-13 Table of Contents The Company determines the fair value of its reporting unit based on a reconciliation of the fair value of the reporting unit to the Company’s adjusted market capitalization. The adjusted market capitalization is calculated by multiplying the average share price of the Company’s common stock for the last ten trading days prior to the measurement date by the number of outstanding common shares and adding a control premium. The control premium is estimated using historical transactions in similar industries. ​ (r) Long-lived Assets ​ Long-lived intangible assets consist of purchased technology, customer relationships, patents, trademarks and tradenames, software licenses, and backlog and are initially recorded at fair value. Long-lived intangible assets are amortized over their estimated useful lives utilizing a method reflecting the pattern in which the economic benefits are consumed or straight-lined if such pattern cannot be reliably determined. ​ Property, plant, and equipment are recorded at cost. Depreciation expense is calculated based on the estimated useful lives of the assets by using the straight-line method. Amortization of leasehold improvements is recognized using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements. ​ Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, a recoverability test is performed utilizing undiscounted cash flows expected to be generated by that asset or asset group compared to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models or, when available, quoted market values and third-party appraisals. ​ (s) Leases ​ The Company determines at contract inception if an arrangement is a lease, or contains a lease, of an identified asset for which the Company has the right to obtain substantially all of the economic benefits from its use and the right to direct its use. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, while lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. The implicit discount rate in the Company’s leases generally cannot readily be determined, and therefore the Company uses its incremental borrowing rate based on information available at lease commencement date in determining the present value of future payments. The Company has options to renew or terminate certain leases. 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 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 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. F-14 Table of Contents ​ (u) Recent Accounting Pronouncements Not Yet Adopted ​ In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statements Expenses (Subtopic 220-40),” to improve income statement expenses disclosure. The standard requires more detailed information related to the types of expenses, including (among other items) the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included within each interim and annual income statement’s expense caption, as applicable. This authoritative guidance can be applied prospectively or retrospectively and will be effective for financial statements issued for annual periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. ​ The Company is evaluating other pronouncements recently issued but not yet adopted. The adoption of these pronouncements is not expected to have a material impact on our consolidated financial statements. ​ Note 2 — Income (Loss) Per Share ​ Basic income (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares outstanding during the period. Diluted income per share is calculated by dividing net income (loss) available to common shareholders by the weighted average number of shares used to calculate basic income per share plus the weighted average number of common share equivalents outstanding during the period. The dilutive effect of outstanding options to purchase common stock and share-based awards is considered in diluted income per share by application of the treasury stock method. 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 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. As such, the Company only includes the excess shares that may be issuable above the principal amount of the 2029 Notes in the dilutive share count, if the effect would be dilutive. F-15 Table of Contents ​ The computations of basic and diluted income (loss) per share for the years ended December 31, 2025, 2024, and 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (in thousands, except per share amounts) Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ 35,390 ​ $ 73,714 ​ $ ( 30,368 ) Interest expense associated with convertible notes ​ ​ 378 ​ ​ 2,054 ​ ​ — Net income (loss) available to common shareholders ​ $ 35,768 ​ $ 75,768 ​ $ ( 30,368 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic weighted average shares outstanding ​ 59,299 ​ 56,426 ​ 53,769 Effect of potentially dilutive share-based awards ​ 634 ​ ​ 1,010 ​ ​ — Dilutive effect of convertible notes ​ 661 ​ 4,160 ​ — Diluted weighted average shares outstanding ​ 60,594 ​ 61,596 ​ 53,769 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.60 ​ $ 1.31 ​ $ ( 0.56 ) Diluted ​ $ 0.59 ​ $ 1.23 ​ $ ( 0.56 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common share equivalents excluded from the diluted weighted average shares outstanding since the Company incurred a net loss and their effect would be antidilutive ​ ​ — ​ ​ — ​ ​ 850 Potentially dilutive shares excluded from the diluted calculation as their effect would be antidilutive ​ ​ 624 ​ ​ 111 ​ ​ 212 Maximum potential shares to be issued for settlement of convertible senior notes excluded from the diluted calculation as their effect would be antidilutive ​ ​ 45 ​ ​ — ​ ​ 7,319 ​ ​ Note 3 — Fair Value Measurements ​ Fair value is the price that would be received for an asset or the amount paid to transfer a liability in an orderly transaction between market participants. The Company is required to classify certain assets and liabilities based on the following fair value hierarchy: ​ ● Level 1: Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; ​ ● Level 2: Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and ​ ● Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. ​ A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company has evaluated the estimated fair value of financial instruments using available market information and valuations as provided by third-party sources. The use of different market assumptions or estimation methodologies could have a significant effect on the estimated fair value amounts. ​ F-16 Table of Contents The following table presents the Company’s assets that were measured at fair value on a recurring basis at December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ Total ​ ​ (in thousands) December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Certificate of deposits and time deposits ​ $ 63,893 ​ $ — ​ $ — ​ $ 63,893 Money market cash ​ ​ 15,327 ​ ​ — ​ ​ — ​ ​ 15,327 Total ​ $ 79,220 ​ $ — ​ $ — ​ $ 79,220 Short-term investments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. treasuries ​ $ 77,110 ​ $ — ​ $ — ​ $ 77,110 Government agency securities ​ ​ — ​ ​ 53,488 ​ ​ — ​ ​ 53,488 Corporate debt ​ ​ — ​ ​ 96,165 ​ ​ — ​ ​ 96,165 Total ​ $ 77,110 ​ $ 149,653 ​ $ — ​ $ 226,763 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Certificate of deposits and time deposits ​ $ 66,023 ​ $ — ​ $ — ​ $ 66,023 Money market cash ​ ​ 15,003 ​ ​ — ​ ​ — ​ ​ 15,003 Total ​ $ 81,026 ​ $ — ​ $ — ​ $ 81,026 Short-term investments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. treasuries ​ $ 84,032 ​ $ — ​ $ — ​ $ 84,032 Government agency securities ​ ​ — ​ ​ 30,167 ​ ​ — ​ ​ 30,167 Corporate debt ​ ​ — ​ ​ 83,051 ​ ​ — ​ ​ 83,051 Commercial paper ​ ​ — ​ ​ 1,469 ​ ​ — ​ ​ 1,469 Total ​ $ 84,032 ​ $ 114,687 ​ $ — ​ $ 198,719 ​ 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. The Company’s investments classified as Level 2 are valued using observable inputs to quoted market prices, benchmark yields, reported trades, broker/dealer quotes, or alternative pricing sources with reasonable levels of price transparency. ​ F-17 Table of Contents Note 4 — Investments ​ At December 31, 2025 and 2024 the amortized cost and fair value of marketable securities, which are included in “Short-term investments” on the Consolidated Balance Sheets, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Estimated ​ ​ Cost ​ Gains ​ Losses ​ Fair Value ​ ​ (in thousands) December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. treasuries ​ $ 77,106 ​ $ 52 ​ $ ( 48 ) ​ $ 77,110 Government agency securities ​ ​ 53,473 ​ ​ 50 ​ ​ ( 35 ) ​ ​ 53,488 Corporate debt ​ ​ 96,144 ​ ​ 86 ​ ​ ( 65 ) ​ ​ 96,165 Total ​ $ 226,723 ​ $ 188 ​ $ ( 148 ) ​ $ 226,763 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. treasuries ​ $ 84,008 ​ $ 45 ​ $ ( 21 ) ​ $ 84,032 Government agency securities ​ ​ 30,244 ​ ​ 13 ​ ​ ( 90 ) ​ ​ 30,167 Corporate debt ​ 83,209 ​ ​ 17 ​ ​ ( 175 ) ​ 83,051 Commercial paper ​ ​ 1,469 ​ ​ — ​ ​ — ​ ​ 1,469 Total ​ $ 198,930 ​ $ 75 ​ $ ( 286 ) ​ $ 198,719 ​ Available-for-sale securities in a loss position at December 31, 2025 and 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Continuous Loss Position ​ ​ ​ for Less than 12 Months ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ Estimated ​ Unrealized ​ ​ ​ Fair Value ​ Losses ​ ​ ​ ​ (in thousands) December 31, 2025 ​ ​ ​ ​ ​ ​ ​ U.S. treasuries ​ $ 37,609 ​ $ ( 48 ) ​ Government agency securities ​ ​ 24,028 ​ ​ ( 35 ) ​ Corporate debt ​ 45,675 ​ ( 65 ) ​ Total ​ $ 107,312 ​ $ ( 148 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ ​ ​ ​ ​ ​ U.S. treasuries ​ $ 26,756 ​ $ ( 21 ) ​ Government agency securities ​ ​ 20,062 ​ ​ ( 90 ) ​ Corporate debt ​ 58,967 ​ ( 175 ) ​ Total ​ $ 105,785 ​ $ ( 286 ) ​ ​ The contractual maturities of securities classified as available-for-sale at December 31, 2025 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ Amortized ​ Estimated ​ ​ Cost ​ Fair Value ​ ​ ​ (in thousands) Due in one year or less ​ $ 142,383 ​ $ 142,494 Due after one year through two years ​ ​ 76,693 ​ 76,646 Due after two years through three years ​ ​ 7,647 ​ ​ 7,623 Total ​ $ 226,723 ​ $ 226,763 ​ F-18 Table of Contents 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. The realized gains or losses for the years ended December 31, 2025, 2024, and 2023 were immaterial. ​ ​ Note 5 — Business Combination ​ Epiluvac ​ On January 31, 2023, the Company acquired Epiluvac AB, a privately held manufacturer of chemical vapor deposition (CVD) epitaxy systems that enable silicon carbide (SiC) applications in the electric vehicle market. The results of Epiluvac’s operations have been included in the consolidated financial statements since the date of acquisition. ​ The acquisition date fair value of the consideration totaled $ 56.4 million, net of cash acquired, which consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ Acquisition Date ​ ​ (January 31, 2023) ​ ​ (in thousands) Cash paid, net of cash acquired ​ $ 30,373 Contingent consideration ​ ​ 26,055 Acquisition date fair value ​ $ 56,428 ​ The purchase agreement included performance milestones that, if achieved, could trigger additional payments to the original selling shareholders. The contingent arrangements include payments up to $ 15.0 million based on the timely completion of certain defined milestones tied to strategic targets, and up to $ 20.0 million based on the percentage of orders received during the defined earn-out period. The earn-out period is four years after the closing date of the acquisition, or earlier if certain conditions are met. ​ The Company estimated the fair value of the contingent consideration 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 the value of orders received. These fair value measurements are based on significant inputs not observable in the market and thus represent a Level 3 measurement as defined in ASC 820. The discount rate used was 5.54 % for the strategic target and order value related contingent payments. The rate was determined based on the nature of the milestone, the risks and uncertainties involved and the time period until the milestone was measured. The determination of the various probabilities and discount factors is highly subjective, requires significant judgment and is influenced by a number of factors, including the adoption of SiC technology. The aggregate fair value of the contingent consideration arrangement at the acquisition date was $ 26.1 million. ​ F-19 Table of Contents The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date: ​ ​ ​ ​ ​ ​ ​ ​ ​ Acquisition Date ​ ​ (January 31, 2023) ​ ​ (in thousands) Accounts receivable ​ $ 247 Inventories ​ 391 Prepaid expense and other current assets ​ 381 Property, plant, and equipment ​ 736 Intangible assets ​ ​ 28,540 Total identifiable assets acquired ​ 30,295 ​ ​ ​ ​ Accounts payable and accrued expenses ​ ​ 656 Contract liabilities ​ ​ 429 Deferred income taxes ​ ​ 5,723 Other liabilities ​ ​ 80 Total liabilities assumed ​ 6,888 ​ ​ ​ ​ Net identifiable assets acquired ​ 23,407 Goodwill ​ 33,021 Net assets acquired ​ $ 56,428 ​ 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 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Acquisition Date ​ ​ (January 31, 2023) ​ ​ ​ ​ Amount ​ ​ ​ Useful life ​ ​ (in thousands) ​ ​ ​ Technology ​ $ 28,020 15 years Customer relationships ​ 460 5 years Backlog ​ ​ 60 ​ 1.5 years Intangible assets acquired ​ $ 28,540 ​ ​ ​ ​ The Company determined the estimated fair value of the identifiable intangible assets based on various factors including cost, discounted cash flow, income method, loss-of-revenue/income method, and relief-from-royalty method in determining the purchase price allocation. 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. ​ 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 revised projections required the Company to assess the Epiluvac asset group for impairment. See Note 8, “Goodwill and Intangible Assets,” for additional information. F-20 Table of Contents Additionally, the Company updates its estimate of fair value of the contingent consideration each reporting period, utilizing the same methodologies described above. 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. The total contingent consideration liability as of December 31, 2024 was $ 1.2 million, of which $ 0.7 million was included in “Accrued expenses and other current liabilities” and $ 0.5 million was included within “Other liabilities” on the Consolidated Balance Sheet. ​ Note 6 — Inventories ​ Inventories are stated at the lower of cost and net realizable value, with cost determined on a first-in, first-out basis. Inventories consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Materials ​ $ 156,385 ​ $ 129,178 Work-in-process ​ 80,947 ​ 88,361 Finished goods ​ 7,017 ​ 3,016 Evaluation inventory ​ ​ 30,949 ​ ​ 26,180 Total ​ $ 275,298 ​ $ 246,735 ​ ​ Note 7 — Property, Plant, and Equipment ​ Property, plant, and equipment, net, consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Average Useful Life ​ ​ (in thousands) ​ ​ Land ​ $ 5,061 ​ $ 5,061 ​ N/A Building and improvements ​ 61,749 ​ 61,504 ​ 10 – 40 years Machinery and equipment (1) ​ 198,898 ​ 190,810 ​ 3 – 10 years Leasehold improvements ​ 55,210 ​ 53,759 ​ 3 – 17 years Gross property, plant, and equipment ​ 320,918 ​ 311,134 ​ ​ Less: accumulated depreciation and amortization ​ 212,272 ​ 197,345 ​ ​ Property, plant, and equipment, net ​ $ 108,646 ​ $ 113,789 ​ ​ (1) Machinery and equipment includes software, furniture, and fixtures ​ Depreciation expense was $ 16.9 million, $ 18.2 million, and $ 16.5 million for the years ended December 31, 2025, 2024, and 2023, respectively. ​ F-21 Table of Contents Note 8 — Goodwill and Intangible Assets ​ Goodwill represents the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. There were no changes in goodwill balances during the year ended December 31, 2025. ​ The Company performs its annual goodwill impairment test at the beginning of the fourth quarter each year. As the Company maintains a single goodwill reporting unit, it determines the fair value of its reporting unit based upon the Company’s adjusted market capitalization. The annual test performed at the beginning of the fourth quarter of fiscal 2025, 2024, and 2023 did not result in any potential impairment as the fair value of the reporting unit was determined to exceed the carrying amount of the reporting unit. ​ The valuation of goodwill will continue to be subject to changes in the Company’s market capitalization and observable market control premiums. This analysis is sensitive to changes in the Company’s stock price and absent other qualitative factors, the Company may be required to record goodwill impairment charges in future periods if the stock price declines and remains depressed for an extended period of time. ​ The components of purchased intangible assets were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2024 ​ ​ Average ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ ​ Gross ​ ​ ​ Amortization ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ Amortization ​ ​ ​ ​ ​ ​ Amortization ​ Carrying ​ and ​ Net ​ Carrying ​ and ​ Net ​ ​ Period ​ Amount ​ Impairment ​ Amount ​ Amount ​ Impairment ​ Amount ​ ​ (in years) ​ (in thousands) Technology ​ 0.4 ​ $ 355,928 ​ $ 355,437 ​ $ 491 ​ $ 355,928 ​ $ 354,066 ​ $ 1,862 Customer relationships ​ 3.3 ​ ​ 146,925 ​ ​ 141,720 ​ ​ 5,205 ​ ​ 146,925 ​ ​ 139,955 ​ ​ 6,970 Trademarks and tradenames ​ - ​ ​ 30,910 ​ ​ 30,910 ​ ​ — ​ ​ 30,910 ​ ​ 30,910 ​ ​ — Other ​ - ​ 3,746 ​ 3,746 ​ — ​ 3,746 ​ 3,746 ​ — Total ​ 3.1 ​ $ 537,509 ​ $ 531,813 ​ $ 5,696 ​ $ 537,509 ​ $ 528,677 ​ $ 8,832 ​ Other intangible assets primarily consist of patents, licenses, and backlog. ​ During the fourth quarter of 2024, the Company lowered its projected cash flows for the Epiluvac asset group, which were significantly below the projected cash flows at the time of the acquisition. The reduced projections were based on the Company’s market penetration not meeting expectations associated with the SiC technology. This required the Company to assess the Epiluvac asset group for impairment. As a result of the analysis, which included projected sales and other cash flows that required the use of unobservable inputs, the Company recorded a non-cash impairment charge of $ 28.1 million related to definite-lived intangible assets during the fourth quarter of 2024. The impairment charge is included in “ Asset impairment ” in the Consolidated Statement of Operations. ​ Based on the intangible assets recorded at December 31, 2025, and assuming no subsequent additions to or impairment of the underlying assets, the remaining estimated annual amortization expense, is expected to be as follows: ​ ​ ​ ​ ​ ​ ​ Amortization ​ ​ ​ ​ (in thousands) 2026 ​ $ 2,134 2027 ​ 1,550 2028 ​ 1,481 2029 ​ 531 Total ​ $ 5,696 ​ ​ F-22 Table of Contents Note 9 — Accrued Expenses and Other Liabilities ​ The components of accrued expenses and other current liabilities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Payroll and related benefits ​ $ 21,772 ​ $ 30,398 Warranty ​ ​ 10,348 ​ ​ 9,740 Operating lease liabilities ​ ​ 4,164 ​ ​ 3,757 Interest ​ ​ 680 ​ ​ 1,198 Professional fees ​ ​ 1,315 ​ ​ 1,969 Sales, use, and other taxes ​ 958 ​ 1,539 Merger costs ​ ​ 727 ​ ​ — Contingent consideration ​ ​ 275 ​ ​ 702 Other ​ 5,264 ​ 5,892 Total ​ $ 45,503 ​ $ 55,195 ​ Contract Liabilities and Performance Obligations ​ Contract liabilities consist of unsatisfied performance obligations related to advanced payments received and billing in excess of revenue recognized. The contract liability balance as of December 31, 2024 was approximately $ 65.0 million, of which the Company recognized approximately $ 58.7 million into revenue during the year ended December 31, 2025. ​ This reduction in contract liabilities was offset by new billings for products and services which were unsatisfied performance obligations to customers and revenue had not yet been recognized as of December 31, 2025. ​ As of December 31, 2025, the Company has approximately $ 39.0 million of remaining performance obligations on contracts with an original estimated duration of one year or more, of which approximately 71 % is expected to be recognized within one year , with the remaining amounts expected to be recognized between one to three years . The Company has elected to exclude disclosures regarding remaining performance obligations that have an original expected duration of one year or less. ​ Other liabilities ​ 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 ​ Warranty ​ Changes in the Company’s product warranty reserves were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ (in thousands) Balance - beginning of the year ​ $ 9,740 ​ $ 8,864 ​ $ 8,601 Warranties issued ​ 7,262 ​ 6,160 ​ 6,479 Addition from Epiluvac acquisition ​ ​ — ​ ​ — ​ ​ 49 Consumption of reserves ​ ( 5,422 ) ​ ( 6,148 ) ​ ( 7,029 ) Changes in estimate ​ ( 1,232 ) ​ 864 ​ 764 Balance - end of the year ​ $ 10,348 ​ $ 9,740 ​ $ 8,864 ​ F-23 Table of Contents Minimum Lease Commitments ​ The Company’s operating leases primarily include real estate leases for properties used for manufacturing, R&D activities, sales and service, and administration, as well as certain equipment leases. Some leases may include options to renew for a period of up to 5 years , while others may include options to terminate the lease. The weighted average remaining lease term of the Company’s operating leases as of December 31, 2025 was 10 years , and the weighted average discount rate used in determining the present value of future lease payments was 5.7 % . ​ The following table provides the maturities of lease liabilities at December 31, 2025: ​ ​ ​ ​ ​ ​ ​ Operating ​ ​ ​ ​ Leases ​ ​ (in thousands) Payments due by period: ​ ​ ​ 2026 ​ $ 4,671 2027 ​ ​ 4,883 2028 ​ ​ 4,440 2029 ​ ​ 4,302 2030 ​ ​ 4,077 Thereafter ​ ​ 26,539 Total future minimum lease payments ​ ​ 48,912 Less: Imputed interest ​ ​ ( 12,911 ) Total ​ $ 36,001 ​ ​ ​ ​ Reported as of December 31, 2025 ​ ​ ​ Accrued expenses and other current liabilities ​ $ 4,164 Long-term operating lease liabilities ​ ​ 31,837 Total ​ $ 36,001 ​ Operating lease cost for the years ended December 31, 2025, 2024, and 2023 was $ 5.0 million, $ 4.8 million, and $ 5.0 million, respectively. Variable lease expense, which includes costs not included in the operating lease costs, for the years ended December 31, 2025, 2024, and 2023 was $ 1.1 million, $ 1.3 million, and $ 1.1 million, respectively. 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 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. ​ Legal Proceedings ​ The Company is involved in various legal proceedings arising in the normal course of business. The Company does not believe that the ultimate resolution of these matters will have a material adverse effect on its consolidated financial position, results of operations, or cash flows. ​ Concentrations of Credit Risk ​ The Company depends on purchases from its ten largest customers, which accounted for 68 % and 63 % of net accounts receivable at December 31, 2025 and 2024, respectively. ​ F-24 Table of Contents Customers who accounted for more than 10% of net accounts receivable or net sales are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts Receivable ​ Net Sales ​ ​ December 31, ​ For the Year Ended December 31, Customer ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Customer A ​ 24 % 13 % 17 % 11 % * ​ Customer B ​ * ​ 11 % * ​ 11 % * ​ Customer C ​ * ​ 13 % * ​ * ​ * ​ Customer D ​ * ​ 11 % * ​ * ​ * ​ Customer E * ​ * ​ * ​ * ​ 10 % * Less than 10% of aggregate accounts receivable or net sales ​ The Company manufactures and sells its products to companies in different geographic locations. Refer to Note 16, “Segment Reporting and Geographic Information,” for additional information. In certain instances, the Company requires deposits from its customers for a portion of the sales price in advance of shipment and performs periodic credit evaluations on its customers. Where appropriate, the Company requires letters of credit on certain non-U.S. sales arrangements. Receivables generally are due within 30 to 90 days from the date of invoice. In some geographies, receivables may be payable up to 150 days from the date of the invoice. ​ Receivable Purchase Agreement ​ 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 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. The net sale of accounts receivable under the agreement is reflected as a reduction of accounts receivable in the Company’s Consolidated Balance Sheet at the time of sale and any fees for the sale of trade receivables were not material for the periods presented. ​ Suppliers ​ The Company outsources certain functions to third parties, including the manufacture of several of its systems. While the Company relies on its outsourcing partners to perform their contracted functions, the Company maintains some level of internal manufacturing capability for these systems. 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 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. ​ Purchase Commitments ​ The Company had purchase commitments of $ 150.8 million at December 31, 2025, the majority of which will come due within one year. Purchase commitments are primarily for inventory used in manufacturing products, as well as equipment and project materials used to support research and development activities, and are partially offset by existing deposits with suppliers. ​ Bank Guarantees ​ The Company has bank guarantees and letters of credit issued by a financial institution on its behalf as needed. At December 31, 2025, outstanding bank guarantees and letters of credit totaled $ 2.4 million and unused bank guarantees and letters of credit of $ 40.6 million were available to be drawn upon. F-25 Table of Contents ​ Note 11 — Debt ​ Convertible Senior Notes ​ 2023 Notes ​ On January 10, 2017, the Company issued $ 345.0 million of 2.70 % convertible senior unsecured notes due 2023 (the “2023 Notes”). The 2023 Notes had a maturity date of January 15, 2023, unless earlier purchased by the Company, redeemed, or converted. The Company repurchased and retired approximately $ 111.5 million and $ 213.3 million of aggregate principal amount of its outstanding 2023 Notes during the years ended December 31, 2021 and December 31, 2020, respectively. ​ The 2023 Notes that remained outstanding matured on January 15, 2023 and were paid in cash and settled by the Company at that time. ​ 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. 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. 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. ​ 2027 Notes ​ 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”). The Company received net proceeds of approximately $ 121.9 million, after deducting underwriting discounts and fees and expenses payable by the Company. Additionally, the Company used approximately $ 10.3 million of cash to purchase capped calls, discussed below. 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. 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. 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. ​ 2029 Notes ​ 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”). The Company received net proceeds of approximately $ 223.2 million, after deducting underwriting discounts and fees and expenses payable by the Company. Additionally, the Company used approximately $ 198.8 million of net proceeds from the offering to fund the cash portion of the 2025 Notes and 2027 Notes extinguishments described above and retained the remainder for general corporate purposes. The 2029 Notes bear interest at a rate of 2.875 % per year, payable semiannually in arrears on June 1 and December 1 of each year, commencing on December 1, 2023. 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 F-26 Table of Contents 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; effectively subordinated in right of payment to any of Veeco’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all indebtedness and other liabilities (including trade payables) of Veeco’s subsidiaries. ​ 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 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; ​ (ii) During the five consecutive business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per one thousand dollar principal amount of Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of Veeco’s common stock and the conversion rate on each such trading day; ​ (iii) If the Company calls any or all of applicable series of the Notes for redemption at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or ​ (iv) Upon the occurrence of specified corporate events. ​ 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. ​ F-27 Table of Contents The carrying values of the Notes are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ December 31, 2024 ​ ​ ​ Principal Amount ​ ​ Unamortized transaction costs ​ ​ Net carrying value ​ ​ Principal Amount ​ ​ Unamortized transaction costs ​ ​ Net carrying value ​ ​ ​ (in thousands) 2025 Notes ​ $ — ​ $ — ​ $ — ​ $ 26,500 ​ $ ( 4 ) ​ $ 26,496 2027 Notes ​ ​ — ​ ​ — ​ ​ — ​ ​ 25,000 ​ ​ ( 223 ) ​ ​ 24,777 2029 Notes ​ ​ 230,000 ​ ​ ( 3,991 ) ​ ​ 226,009 ​ ​ 230,000 ​ ​ ( 5,075 ) ​ ​ 224,925 Net carrying value ​ $ 230,000 ​ $ ( 3,991 ) ​ $ 226,009 ​ $ 281,500 ​ $ ( 5,302 ) ​ $ 276,198 ​ Total interest expense related to the Notes is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ (in thousands) Cash Interest Expense ​ ​ ​ ​ ​ ​ ​ ​ ​ Coupon interest expense - 2023 Notes ​ $ — ​ $ — ​ $ 23 Coupon interest expense - 2025 Notes ​ ​ 39 ​ ​ 928 ​ ​ 2,360 Coupon interest expense - 2027 Notes ​ ​ 347 ​ ​ 938 ​ ​ 2,385 Coupon interest expense - 2029 Notes ​ ​ 6,612 ​ ​ 6,613 ​ ​ 4,078 Non-cash Interest Expense ​ ​ ​ ​ ​ ​ Amortization of debt discount/transaction costs- 2023 Notes ​ — ​ — ​ 4 Amortization of debt discount/transaction costs- 2025 Notes ​ ​ 4 ​ ​ 98 ​ ​ 240 Amortization of debt discount/transaction costs- 2027 Notes ​ ​ 30 ​ ​ 90 ​ ​ 220 Amortization of debt discount/transaction costs- 2029 Notes ​ ​ 1,084 ​ ​ 1,069 ​ ​ 654 Total Interest Expense ​ $ 8,116 ​ $ 9,736 ​ $ 9,964 ​ 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 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. ​ F-28 Table of Contents Revolving Credit Facility ​ 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. subsidiaries, subject to customary exceptions. 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. 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. ​ 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. The Company may use the proceeds of borrowings under the Credit Facility to pay transaction fees and expenses, provide for its working capital needs and reimburse drawings under letters of credit and for other general corporate purposes. ​ The Loan and Security Agreement contains customary affirmative covenants for transactions of this type, including, among others, the provision of financial and other information to the administrative agent, notice to the administrative agent upon the occurrence of certain material events, preservation of existence, maintenance of properties and insurance, compliance with laws, including environmental laws, the provision of additional guarantees, and an affiliate transactions covenant, subject to certain exceptions. 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 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: payment defaults to the lenders; voluntary and involuntary bankruptcy proceedings; covenant defaults; material inaccuracies of representations and warranties; certain change of control events; material money judgments; and other customary events of default. The occurrence of an event of default could result in the acceleration of obligations and the termination of lending commitments under the Loan and Security Agreement. ​ No amounts were outstanding under the Credit Facility as of December 31, 2025 or December 31, 2024. ​ ​ ​ F-29 Table of Contents Note 12 — Stockholders’ Equity ​ Accumulated Other Comprehensive Income (“AOCI”) ​ The following table presents the changes in the balances of each component of AOCI, net of tax: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized ​ ​ ​ ​ ​ ​ ​ Gains (Losses) ​ ​ ​ ​ ​ Foreign ​ on Available- ​ ​ ​ ​ ​ Currency ​ for-Sale ​ ​ ​ ​ ​ ​ ​ Translation ​ ​ ​ Securities ​ ​ ​ Total ​ ​ (in thousands) Balance - December 31, 2022 ​ $ 1,773 ​ $ ( 845 ) ​ $ 928 Other comprehensive income (loss) ​ ​ ( 12 ) ​ ​ 691 ​ ​ 679 Balance - December 31, 2023 ​ ​ 1,761 ​ ​ ( 154 ) ​ ​ 1,607 Other comprehensive income (loss) ​ ​ 16 ​ ​ ( 101 ) ​ ​ ( 85 ) Balance - December 31, 2024 ​ $ 1,777 ​ $ ( 255 ) ​ $ 1,522 Other comprehensive income (loss) ​ 78 ​ 194 ​ 272 Balance - December 31, 2025 ​ $ 1,855 ​ $ ( 61 ) ​ $ 1,794 ​ The Company allocated an immaterial amount of additional tax benefit or expense to other comprehensive income (loss) for the years ended December 31, 2025, 2024, and 2023. ​ Preferred Stock ​ The Board of Directors has authority under the Company’s Certificate of Incorporation to issue up to 0.5 million shares of preferred stock, par value $ 0.01 , with voting and economic rights to be determined by the Board of Directors. As of December 31, 2025, no preferred shares have been issued. ​ Note 13 — Stock Plans ​ Share-based incentive awards are provided to employees under the terms of the Company’s equity incentive compensation plans (the “Plans”), which are administered by the Compensation Committee of the Board of Directors. The 2019 Plan originated as the 2010 Stock Incentive Plan and was originally approved by the Company’s shareholders in May 2010. This Plan was subsequently amended, as approved by shareholders, in 2013, 2016, 2019 (at which time the Plan was renamed the 2019 Stock Incentive Plan), 2022, and 2024 (as amended to date, the “2019 Plan”). The Company’s employees, non-employee directors, and consultants are eligible to receive awards under the 2019 Plan, which can include non-qualified stock options, incentive stock options, RSAs, RSUs, PSAs, PSUs, share appreciation rights, dividend equivalent rights, or any combination thereof. ​ The Company is authorized to issue up to 21.3 million shares under the 2019 Plan. Option awards are granted with an exercise price equal to the closing price of the Company’s common stock on the trading day prior to the date of grant; option awards generally vest over a three-year period and have a seven or ten year term. RSAs and RSUs generally vest over one to five years . Certain option and share awards provide for accelerated vesting if there is a change in control, as defined in the 2019 Plan. At December 31, 2025, there are no option shares outstanding and 2.5 million RSUs and PSUs outstanding under the 2019 Plan. ​ The Company is authorized to issue up to 3.0 million shares under the approved 2016 employee stock purchase plan (“ESPP”), including additional shares authorized under plan amendments approved by shareholders in 2019, 2021, and 2025. 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 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. ​ F-30 Table of Contents Shares Reserved for Future Issuance ​ At December 31, 2025, the Company has 5.5 million shares reserved to cover exercises of outstanding stock options, vesting of RSUs, and additional grants under the 2019 Plan. At December 31, 2025, the Company has 0.7 million shares reserved to cover future issuances under the ESPP Plan. ​ Share-Based Compensation ​ The Company recognized share-based compensation in the following line items in the Consolidated Statements of Operations for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ (in thousands) Cost of sales $ 6,862 $ 6,263 $ 4,913 Research and development ​ ​ ​ 11,618 ​ ​ 11,257 ​ ​ 8,994 Selling, general, and administrative ​ ​ ​ 18,567 ​ ​ 18,359 ​ ​ 14,651 Total ​ ​ $ 37,047 ​ $ 35,879 ​ $ 28,558 ​ The Company recognized a tax benefit of approximately $ 5.4 million, $ 7.9 million, and $ 3.9 million associated with share-based compensation for the years ended December 31, 2025, 2024, and 2023, respectively. The Company capitalized an immaterial amount of share-based compensation into inventory for the years ended December 31, 2025, 2024, and 2023. ​ Unrecognized share-based compensation costs at December 31, 2025 are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrecognized ​ ​ ​ Weighted ​ ​ Share-Based ​ Average Period ​ ​ Compensation ​ Expected to be ​ ​ Costs ​ Recognized ​ ​ (in thousands) (in years) Restricted stock units ​ $ 28,641 ​ 1.6 Restricted stock awards ​ 467 ​ 0.4 Performance share units ​ 9,767 ​ 1.8 Total unrecognized share-based compensation cost $ 38,875 ​ 1.6 ​ F-31 Table of Contents Stock Option Awards ​ Stock options are awards issued to employees that entitle the holder to purchase shares of the Company’s stock at a fixed price. The following table summarizes the equity activity related to stock options: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Number of ​ Average ​ ​ ​ ​ Shares ​ ​ ​ Exercise Price ​ ​ (in thousands) ​ ​ ​ Balance - December 31, 2022 ​ 177 ​ $ 30.94 Exercised ​ ( 2 ) ​ 30.47 Expired ​ ( 165 ) ​ ​ 30.53 Balance - December 31, 2023 ​ 10 ​ ​ 37.42 Exercised ​ ( 10 ) ​ 37.26 Expired ​ — ​ ​ 41.93 Balance - December 31, 2024 ​ — ​ ​ — Exercised ​ — ​ ​ — Expired ​ — ​ ​ — Balance - December 31, 2025 ​ — ​ $ — ​ At December 31, 2025, there were no stock option shares outstanding. ​ The following table summarizes information on options exercised for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (in thousands) Cash received from options exercised ​ $ — ​ $ 373 ​ $ 56 Intrinsic value of options exercised ​ $ — ​ $ 28 ​ $ 56 ​ ​ RSAs, RSUs, PSAs, PSUs ​ RSAs are stock awards issued to employees and directors that are subject to specified restrictions and a risk of forfeiture. RSUs are stock awards issued to employees that entitle the holder to receive shares of common stock as the awards vest. PSAs and PSUs are awards that result in an issuance of shares of common stock to employees if certain performance or market conditions are achieved. All of these awards typically vest over one to four years and vesting is subject to the employee's continued service with the Company and, in the case of performance awards, meeting certain performance or market conditions. 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. ​ F-32 Table of Contents The following table summarizes the equity activity of non-vested restricted shares and performance shares: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Number of ​ Grant Date ​ ​ Shares ​ Fair Value ​ ​ (in thousands) ​ ​ ​ Balance - December 31, 2022 2,496 ​ $ 23.83 Granted 1,282 ​ ​ 23.83 Performance award adjustments ​ 183 ​ ​ 10.59 Vested ( 1,364 ) ​ ​ 17.47 Forfeited ​ ( 133 ) ​ ​ 29.29 Balance - December 31, 2023 ​ 2,464 ​ ​ 26.19 Granted ​ 1,369 ​ ​ 36.49 Performance award adjustments ​ 200 ​ ​ 27.81 Vested ​ ( 1,292 ) ​ ​ 24.83 Forfeited ​ ( 137 ) ​ ​ 26.10 Balance - December 31, 2024 ​ 2,604 ​ ​ 32.53 Granted ​ 1,210 ​ ​ 23.15 Performance award adjustments ​ ( 21 ) ​ ​ 45.28 Vested ​ ( 1,126 ) ​ ​ 31.01 Forfeited ​ ( 116 ) ​ ​ 27.03 Balance - December 31, 2025 ​ 2,551 ​ $ 28.89 ​ The total fair value of shares that vested during the years ended December 31, 2025, 2024, and 2023 was $ 25.9 million, $ 43.7 million, and $ 30.3 million, respectively. For performance awards, the final number of shares earned will vary depending on the achievement of the actual results relative to the performance or market conditions. Each performance award is included in the table above at the grant date target share amount until the end of the performance period if not previously forfeited. ​ The fair value of performance awards with market conditions is estimated on the date of grant using a Monte Carlo simulation. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive these awards. The weighted average fair value and the assumptions used in calculating such values during fiscal years 2025, 2024, and 2023 for performance awards with market conditions were based on estimates at the date of grant as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ Weighted average fair value ​ $ 31.73 ​ $ 49.38 ​ $ 32.25 ​ Dividend yield ​ ​ 0 % ​ 0 % ​ 0 % Expected volatility factor (1) ​ ​ 40 % ​ 38 % ​ 54 % Risk-free interest rate (2) ​ ​ 3.96 % ​ 4.41 % ​ 3.84 % Expected life (in years) (3) ​ ​ 3.0 ​ 3.0 ​ 3.0 ​ (1) Expected volatility is measured using historical daily price changes of the Company’s stock over the respective expected term. (2) The risk-free rate for periods within the contractual term is based on the U.S. Treasury yield curve in effect at the time of grant. (3) The expected life is the number of years the Company estimates that the awards will be outstanding prior to exercise. ​ Employee Stock Purchase Plan ​ 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. The weighted average estimated values of employee purchase rights as well as the weighted average assumptions that were F-33 Table of Contents 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, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Weighted average fair value ​ $ 7.02 ​ $ 9.62 ​ $ 5.77 ​ Dividend yield ​ ​ 0 % ​ 0 % ​ 0 % Expected volatility factor (1) ​ ​ 46 % ​ 35 % ​ 42 % Risk-free interest rate (2) ​ ​ 4.26 % ​ 5.30 % ​ 5.03 % Expected life (in years) (3) ​ ​ 0.5 ​ 0.5 ​ 0.5 ​ (1) Expected volatility is measured using historical daily price changes of the Company’s stock over the respective expected term. (2) The risk-free rate for periods within the contractual term is based on the U.S. Treasury yield curve in effect at the time of grant. (3) The expected life is the number of years the Company estimates that the purchase rights will be outstanding prior to exercise. ​ Note 14 — Retirement Plans ​ The Company maintains a defined contribution plan for the benefit of its U.S. employees. The plan is intended to be tax qualified and contains a qualified cash or deferred arrangement as described under Section 401(k) of the Internal Revenue Code. Eligible participants may elect to contribute a percentage of their base compensation, and the Company may make matching contributions, generally equal to fifty cents for every dollar employees contribute, up to three percent of the employee’s eligible compensation, as limited by current Internal Revenue Code regulations. Generally, the plan calls for vesting in the Company contributions over the initial five years of a participant’s employment. The Company provided employer contributions associated with this plan of approximately $ 3.3 million, $ 3.4 million, and $ 3.4 million for the years ended December 31, 2025, 2024, and 2023, respectively. ​ ​ Note 15 — Income Taxes ​ The amounts of income (loss) before income taxes attributable to domestic and foreign operations were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (in thousands) Domestic ​ $ 35,728 ​ $ 99,711 ​ $ ( 33,383 ) Foreign ​ 3,659 ​ ( 30,877 ) ​ 5,045 Total ​ $ 39,387 ​ $ 68,834 ​ $ ( 28,338 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant components of the expense (benefit) for income taxes consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (in thousands) Current: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 4,313 ​ $ 2,087 ​ $ 3,299 Foreign ​ 2,723 ​ 1,365 ​ 1,136 State and local ​ ( 57 ) ​ 397 ​ ( 194 ) Total current expense (benefit) for income taxes ​ 6,979 ​ 3,849 ​ 4,241 Deferred: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ ( 1,187 ) ​ ( 1,599 ) ​ ( 3,026 ) Foreign ​ ( 1,216 ) ​ ( 6,684 ) ​ 512 State and local ​ ( 579 ) ​ ( 446 ) ​ 303 Total deferred expense (benefit) for income taxes ​ ( 2,982 ) ​ ( 8,729 ) ​ ( 2,211 ) Total expense (benefit) for income taxes ​ $ 3,997 ​ $ ( 4,880 ) ​ $ 2,030 ​ F-34 Table of Contents 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. federal statutory tax rate as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ ​ 2024 ​ ​ ​ ​ 2023 ​ ​ ​ (in thousands) U.S. federal statutory income tax rate ​ $ 8,271 ​ 21.0 % ​ $ 14,455 ​ 21.0 % ​ $ ( 5,951 ) ​ 21.0 % State taxes, net of U.S. federal impact (a) ​ ​ ( 619 ) ​ ( 1.6 ) % ​ ​ ( 217 ) ​ ( 0.3 ) % ​ ​ 305 ​ ( 1.1 ) % Effect of cross-border tax laws ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign-derived intangible income deduction ​ ​ ( 5,672 ) ​ ( 14.4 ) % ​ ​ ( 3,846 ) ​ ( 5.6 ) % ​ ​ ( 8,171 ) ​ 28.9 % Other ​ ​ 159 ​ 0.4 % ​ ​ 149 ​ 0.2 % ​ ​ ( 65 ) ​ 0.2 % Tax credits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and development tax credits ​ ​ ( 3,126 ) ​ ( 7.9 ) % ​ ​ ( 4,500 ) ​ ( 6.5 ) % ​ ​ ( 4,650 ) ​ 16.4 % Nontaxable and nondeductible items ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tax benefits related to asset impairments ​ ​ — ​ — % ​ ​ ( 12,476 ) ​ ( 18.1 ) % ​ ​ — ​ — % Share-based compensation ​ ​ 3,133 ​ 8.0 % ​ ​ 206 ​ 0.3 % ​ ​ 1,998 ​ ( 7.1 ) % Extinguishment of debt ​ ​ ( 164 ) ​ ( 0.4 ) % ​ ​ — ​ — % ​ ​ 19,349 ​ ( 68.3 ) % Merger costs ​ ​ 1,424 ​ 3.6 % ​ ​ — ​ — % ​ ​ — ​ — % Other ​ ​ ( 152 ) ​ ( 0.4 ) % ​ ​ 68 ​ 0.1 % ​ ​ 325 ​ ( 1.2 ) % Changes in valuation allowances ​ ​ — ​ — % ​ ​ ( 149 ) ​ ( 0.2 ) % ​ ​ 350 ​ ( 1.2 ) % Federal Other ​ ​ ( 106 ) ​ ( 0.3 ) % ​ ​ 189 ​ 0.3 % ​ ​ ( 159 ) ​ 0.6 % Changes in unrecognized tax benefits ​ 121 ​ 0.3 % ​ 116 ​ 0.2 % ​ ( 1,889 ) ​ 6.7 % Foreign tax effects ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sweden ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Changes in valuation allowances ​ ​ 518 ​ 1.3 % ​ ​ 744 ​ 1.1 % ​ ​ — ​ — % Provision to return ​ ​ ( 511 ) ​ ( 1.3 ) % ​ ​ — ​ — % ​ ​ — ​ — % Other ​ ​ ( 72 ) ​ ( 0.2 ) % ​ ​ 352 ​ 0.5 % ​ ​ 18 ​ ( 0.1 ) % Germany ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Subnational tax ​ ​ ( 559 ) ​ ( 1.4 ) % ​ ​ 6 ​ 0.0 % ​ ​ 399 ​ ( 1.4 ) % Other ​ ​ 247 ​ 0.6 % ​ ​ 43 ​ 0.1 % ​ ​ ( 263 ) ​ 0.9 % Taiwan ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ 441 ​ 1.1 % ​ ​ 23 ​ 0.0 % ​ ​ 235 ​ ( 0.8 ) % China ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ 232 ​ 0.6 % ​ ​ 165 ​ 0.2 % ​ ​ 170 ​ ( 0.6 ) % Japan ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ 313 ​ 0.8 % ​ ​ ( 186 ) ​ ( 0.3 ) % ​ ​ ( 19 ) ​ 0.1 % Other foreign jurisdictions ​ ​ 119 ​ 0.4 % ​ ​ ( 22 ) ​ ( 0.1 ) % ​ ​ 48 ​ ( 0.2 ) % Total provision (benefit) for income taxes ​ $ 3,997 ​ 10.2 % ​ $ ( 4,880 ) ​ ( 7.1 ) % ​ $ 2,030 ​ ( 7.2 ) % (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. F-35 Table of Contents 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. The tax effects of the temporary differences were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Deferred tax assets: ​ ​ ​ ​ ​ ​ Inventory valuation $ 14,892 ​ $ 12,500 Net operating losses ​ ​ 7,123 ​ 6,734 Credit carry forwards ​ ​ 38,998 ​ ​ 46,753 Warranty and installation accruals ​ ​ 2,267 ​ 2,054 Share-based compensation ​ ​ 5,829 ​ 5,802 Contract liabilities ​ ​ 10,216 ​ ​ 7,775 Operating leases ​ ​ 8,196 ​ ​ 8,620 Research and experimental capitalization ​ ​ 53,309 ​ ​ 46,667 Depreciation ​ ​ 5,816 ​ ​ 4,037 Other ​ ​ 4,197 ​ 5,033 Total deferred tax assets ​ ​ 150,843 ​ 145,975 Valuation allowance ​ ​ ( 13,046 ) ​ ( 11,797 ) Net deferred tax assets ​ ​ 137,797 ​ 134,178 ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Purchased intangible assets ​ ​ 9,759 ​ 8,673 Operating leases ​ ​ 5,635 ​ ​ 6,003 Total deferred tax liabilities ​ ​ 15,394 ​ 14,676 Net deferred taxes $ 122,403 ​ $ 119,502 ​ 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, 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. federal research and development credits of $ 28.3 million that will expire between 2040 and 2045. Additionally, the Company has state and local NOL carryforwards of approximately $ 52.9 million (a net deferred tax asset of $ 3.8 million, net of federal tax benefits and before the valuation allowance) that will expire between 2026 and 2041. Finally, the Company has state credits of $ 34.6 million, some of which are indefinite and others that will expire between 2026 and 2040. ​ A roll-forward of the Company’s uncertain tax positions for all U.S. federal, state, and foreign tax jurisdictions was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (in thousands) Balance at beginning of year ​ $ 16,878 ​ $ 15,741 ​ $ 16,110 Additions for tax positions related to current year ​ 1,681 ​ 2,497 ​ 2,596 Additions for tax positions related to prior years ​ 52 ​ 77 ​ 83 Reductions for tax positions related to prior years ​ ( 131 ) ​ ( 1,437 ) ​ ( 3,048 ) Settlements ​ — ​ — ​ — Balance at end of year ​ $ 18,480 ​ $ 16,878 ​ $ 15,741 ​ F-36 Table of Contents If the amount of unrecognized tax benefits at December 31, 2025 were recognized, the Company’s income tax provision would decrease by $ 16.3 million. The gross amount of interest and penalties accrued in income tax payable in the Consolidated Balance Sheets was approximately $ 0.8 million and $ 0.7 million at December 31, 2025 and 2024, respectively. ​ The Company, or one of its subsidiaries, files income tax returns in the United States federal jurisdiction, and various state, local, and foreign jurisdictions. All material consolidated federal income tax matters have been concluded for years through 2017 subject to subsequent utilization of NOLs generated in such years. All material state and local income tax matters have been reviewed through 2012. 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 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, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (in thousands) U.S. federal taxes paid, net ​ $ * ​ $ 1,045 ​ $ 2,801 Domestic state and local taxes paid, net ​ ​ ​ ​ ​ ​ ​ ​ ​ New Mexico ​ * ​ — ​ 282 Oregon ​ * ​ * ​ 474 Other ​ * ​ 237 ​ 374 Total state taxes paid, net ​ ​ — ​ ​ 237 ​ ​ 1,130 Foreign ​ ​ ​ ​ ​ ​ China ​ * ​ 390 ​ * Germany ​ ​ ​ ​ ​ ​ Federal ​ * ​ 719 ​ * Subnational ​ ​ * ​ ​ 180 ​ ​ * Japan ​ ​ * ​ ​ 253 ​ ​ * Singapore ​ ​ * ​ ​ 153 ​ ​ * Taiwan ​ ​ * ​ ​ * ​ ​ 546 Other ​ ​ * ​ ​ 57 ​ ​ 618 Total foreign taxes paid, net ​ ​ — ​ ​ 1,752 ​ ​ 1,164 Total income taxes paid, net ​ $ ** ​ $ 3,034 ​ $ 5,095 * 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 ​ The Company operates and measures its results in one operating segment and therefore has one reportable segment: the development, manufacture, sales, and support of semiconductor and thin film process equipment primarily sold to make electronic devices. The accounting policies of this one operating segment are the same as those described in the summary of significant accounting policies. The Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, assesses segment performance and decides how to allocate resources based on net income that is reported on the Consolidated Statements of Operations. The measure of segment assets is reported on the Consolidated Balance Sheet as total assets. 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 F-37 Table of Contents parts of the Company, such as for acquisitions. Net income is used to monitor forecast versus actual results. The CODM also uses net income in competitive analysis by benchmarking the Company’s competitors. The competitive analysis along with the monitoring of forecasted versus actual results are used in assessing performance of the segment. The Company regularly provides management reports to the CODM on a consolidated expense basis which includes actuals, forecasted, and budgeted information. These reports are similar to the Company’s consolidated financial statements. 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. ​ Sales by end-market is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (in thousands) Sales by end-market ​ ​ ​ ​ ​ ​ ​ ​ ​ Semiconductor ​ $ 476,559 ​ $ 466,611 ​ $ 412,724 Compound Semiconductor ​ ​ 59,557 ​ ​ 77,591 ​ ​ 87,258 Data Storage ​ 39,238 ​ 98,852 ​ 88,473 Scientific & Other ​ 88,940 ​ 74,247 ​ 77,980 Total ​ $ 664,294 ​ $ 717,301 ​ $ 666,435 ​ The Company’s significant operations outside the United States include sales and service offices in China, Europe, and Rest of APAC. For geographic reporting, sales are attributed to the location in which the customer facility is located. ​ Sales and long-lived tangible assets by geographic region are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Sales to Unaffiliated Customers ​ Long-lived Tangible Assets ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (in thousands) United States ​ $ 101,387 ​ $ 164,564 ​ $ 162,790 ​ $ 108,041 ​ $ 112,966 ​ $ 117,594 EMEA (1) ​ 50,794 ​ 61,730 ​ 76,697 ​ 36 ​ 154 ​ 219 China ​ ​ 181,812 ​ ​ 255,619 ​ ​ 217,942 ​ ​ 223 ​ ​ 270 ​ ​ 182 Rest of APAC ​ ​ 330,183 ​ ​ 234,591 ​ ​ 208,693 ​ ​ 346 ​ ​ 399 ​ ​ 464 Rest of World ​ 118 ​ 797 ​ 313 ​ — ​ — ​ — Total ​ $ 664,294 ​ $ 717,301 ​ $ 666,435 ​ $ 108,646 ​ $ 113,789 ​ $ 118,459 (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. F-38 Table of Contents 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. ​ ​ F-39 Table of Contents Schedule II — Valuation and Qualifying Accounts ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Charged ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ ​ ​ (Credited) ​ ​ ​ Charged to ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ ​ Beginning ​ to Costs and ​ Other ​ ​ ​ ​ End of Deducted from asset accounts: ​ of Period ​ Expenses ​ Accounts ​ Deductions ​ Period ​ ​ (in thousands) Year ended December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for doubtful accounts ​ $ 986 ​ $ 14 ​ $ — ​ $ — ​ $ 1,000 Valuation allowance in net deferred tax assets ​ 11,797 ​ 1,249 ​ — ​ — ​ 13,046 ​ ​ $ 12,783 ​ $ 1,263 ​ $ — ​ $ — ​ $ 14,046 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for doubtful accounts ​ $ 986 ​ $ — ​ $ — ​ $ — ​ $ 986 Valuation allowance in net deferred tax assets ​ 11,745 ​ 52 ​ — ​ — ​ 11,797 ​ ​ $ 12,731 ​ $ 52 ​ $ — ​ $ — ​ $ 12,783 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for doubtful accounts ​ $ 736 ​ $ 316 ​ $ — ​ $ ( 66 ) ​ $ 986 Valuation allowance in net deferred tax assets ​ 11,083 ​ 662 ​ — ​ — ​ 11,745 ​ ​ $ 11,819 ​ $ 978 ​ $ — ​ $ ( 66 ) ​ $ 12,731 ​ ​ ​ ​ S-1