Axcelis Technologies (Nasdaq: ACLS) Q2 2026 sales grow as margins tighten

Q: How did Axcelis Technologies (ACLS) perform financially in Q2 2026?

Axcelis generated $215.2 million in Q2 2026 revenue, up 10.6% year over year, but net income declined to $23,291 thousand . Diluted EPS was $0.75 versus $0.98 a year earlier as gross margin slipped to 42.4% and operating expenses increased.

Q: What drove Axcelis (ACLS) revenue mix and margins in the first half of 2026?

First-half 2026 revenue was $414.1 million , with strong growth in Aftermarket revenue to $155.4 million but lower systems revenue of $258.7 million. Product gross margin fell to 45.2% and services gross margin was negative, pressuring overall profitability despite higher sales.

Q: What is Axcelis Technologies’ (ACLS) liquidity position as of June 30, 2026?

Axcelis held $154,996 thousand in cash and cash equivalents, $247,220 thousand in short-term investments, $174,829 thousand in long-term investments and $10,633 thousand in restricted cash. Stockholders’ equity totaled $1,065,821 thousand, providing a substantial capital base.

Q: How concentrated is Axcelis Technologies’ (ACLS) customer base in 2026 year-to-date?

Customer concentration increased, with two customers each contributing 17.8% of total revenue for the six months ended June 30, 2026. In Q2 2026, two customers accounted for 21.6% and 15.9% of revenue, while two customers represented 15.3% and 11.4% of accounts receivable at quarter-end.

Q: Did Axcelis (ACLS) repurchase any stock in the first half of 2026 and what authorization remains?

Axcelis did not repurchase shares during the six months ended June 30, 2026. The Board previously expanded the stock repurchase program, leaving $110 million available under the current authorization for potential future buybacks, subject to market and corporate considerations.

Q: How did Aftermarket and systems revenue trend for Axcelis (ACLS) in 1H 2026?

In the first half of 2026, Aftermarket revenue rose to $155.4 million from $116.2 million, while systems revenue declined to $258.7 million from $270.9 million. This shift toward Aftermarket sales affected the company’s overall revenue mix and was a key driver of growth.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

10-Q

Rhea-AI Filing Summary

Axcelis Technologies reported second-quarter 2026 total revenue of $215.2 million, up 10.6% from the prior year, driven mainly by strong growth in its Aftermarket business. Systems revenue was $132.4 million while Aftermarket revenue reached $82.8 million, with most sales to Asia Pacific customers. Despite higher revenue, gross margin fell to 42.4% from 44.9%, and net income declined to $23,291 thousand, with diluted EPS of $0.75 versus $0.98 a year earlier.

For the first half of 2026, revenue was $414.1 million, but net income fell to $32,505 thousand as product margins softened and services gross margin remained negative. Operating expenses increased 21–22% year over year, with general and administrative costs rising on professional fees related to the pending Veeco merger. Operating cash flow was $36,512 thousand, down from $79,522 thousand in the prior-year period.

Axcelis ended June 30, 2026 with cash and cash equivalents of $154,996 thousand, short-term investments of $247,220 thousand, long-term investments of $174,829 thousand and restricted cash of $10,633 thousand, supporting total assets of $1,386,838 thousand and stockholders’ equity of $1,065,821 thousand. Contract liabilities (deferred revenue) increased to $118,542 thousand, and two customers each contributed 17.8% of first-half revenue, underscoring customer concentration. The all-stock merger with Veeco, at an exchange ratio of 0.3575 Axcelis shares per Veeco share, remains subject to final Chinese regulatory approval and is expected to close in the second half of 2026.

Positive

None.

Negative

Profitability weakened despite higher sales: quarterly net income fell to $23,291 thousand from $31,376 thousand and first-half net income dropped to $32,505 thousand from $59,955 thousand, with gross margin compressing to 41.4% for the first half.
Operating cash flow declined materially, from $79,522 thousand in the first half of 2025 to $36,512 thousand in the first half of 2026, reflecting lower earnings and working capital swings alongside rising operating expenses.

Filing Explained

The merger remains conditional and would dilute existing holders if completed; repurchase authorization remained unused through June 30, 2026.

The Veeco merger remains incomplete: final Chinese regulatory approval and other closing conditions are still pending, so the planned Axcelis share issuance has not yet occurred. If completed under the disclosed terms, that issuance would increase total shares and reduce existing holders’ percentage ownership absent offsetting changes.

The merger agreement permits termination if the transaction is not completed by September 30, 2026, with automatic extensions through as late as June 30, 2027 if regulatory approvals are the only remaining conditions. Specified recommendation-change terminations carry fees of $108.7 million for Axcelis or $77.5 million for Veeco, while certain breach terminations require $15.0 million of expense reimbursement.

Separately, the company had a $215 million outstanding share-repurchase authorization at June 30, 2026, with $110 million still available, but it repurchased no shares during the first six months. This is remaining capacity rather than a completed reduction in shares.

Key Figures

Q2 2026 Revenue: $215.2 million Q2 2026 Net Income: $23,291 thousand First-Half 2026 Revenue: $414.1 million +5 more

8 metrics

Q2 2026 Revenue $215.2 million Total revenue for the three months ended June 30, 2026; up 10.6% year over year

Q2 2026 Net Income $23,291 thousand Net income for the three months ended June 30, 2026

First-Half 2026 Revenue $414.1 million Total revenue for the six months ended June 30, 2026

Operating Cash Flow 1H 2026 $36,512 thousand Net cash provided by operating activities for the six months ended June 30, 2026

Cash and Cash Equivalents $154,996 thousand Balance as of June 30, 2026 on the consolidated balance sheet

Short-Term Investments $247,220 thousand Short-term investments as of June 30, 2026

Contract Liabilities $118,542 thousand Deferred revenue balance classified as contract liabilities at June 30, 2026

Customer Concentration 17.8% each Two customers each accounted for 17.8% of total revenue for the six months ended June 30, 2026

Key Terms

Aftermarket, Finance lease obligation, Forward currency exchange contracts, Accumulated other comprehensive loss, +1 more

5 terms

Aftermarket financial

"we refer to as “Aftermarket.”"

Aftermarket is trading that happens outside a stock exchange’s regular business hours, often called after-hours trading. Like a store that stays open later, it lets buyers and sellers react to news and set prices when the main market is closed; because fewer people trade then, prices can move more quickly and trades may be harder to fill, so aftermarket activity can signal how a stock might open the next day and affect short-term investor decisions.

Finance lease obligation financial

"we have recorded a finance lease obligation of $41.6 million"

Forward currency exchange contracts financial

"We enter into forward currency exchange contracts to minimize the impact"

A forward currency exchange contract is an agreement to buy or sell a specific amount of one currency for another at a fixed exchange rate on a set future date. It lets investors and companies lock in a price today to avoid surprises from currency swings—like booking a fixed airfare now to avoid fare changes—and so protects future cash flows, reported profits, and valuation from exchange-rate volatility.

Accumulated other comprehensive loss financial

"Accumulated other comprehensive loss | ( 6,406 )"

Accumulated other comprehensive loss is the running negative total of certain gains and losses that companies record outside their regular profit-and-loss statement, such as changes in the value of some investments, pension adjustments, or currency translation effects. It matters to investors because it reduces shareholders’ equity and reveals economic swings that haven’t affected reported net income yet — like a side ledger showing pending ups and downs that could influence future cash flow or balance-sheet strength.

Foreign Derived Intangible Income deduction financial

"primarily attributable to the Foreign Derived Intangible Income deduction"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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10-Q Quarterly Reports: What Changes Quarter to Quarter →

Available on EDGAR 08/06/2026 - 04:12 PM Accepted by SEC EDGAR 08/06/2026 - 04:10 PM

FAQ

How did Axcelis Technologies (ACLS) perform financially in Q2 2026?

Axcelis generated $215.2 million in Q2 2026 revenue, up 10.6% year over year, but net income declined to $23,291 thousand. Diluted EPS was $0.75 versus $0.98 a year earlier as gross margin slipped to 42.4% and operating expenses increased.

What drove Axcelis (ACLS) revenue mix and margins in the first half of 2026?

First-half 2026 revenue was $414.1 million, with strong growth in Aftermarket revenue to $155.4 million but lower systems revenue of $258.7 million. Product gross margin fell to 45.2% and services gross margin was negative, pressuring overall profitability despite higher sales.

What is Axcelis Technologies’ (ACLS) liquidity position as of June 30, 2026?

Axcelis held $154,996 thousand in cash and cash equivalents, $247,220 thousand in short-term investments, $174,829 thousand in long-term investments and $10,633 thousand in restricted cash. Stockholders’ equity totaled $1,065,821 thousand, providing a substantial capital base.

What is the status and structure of the Veeco merger for Axcelis (ACLS)?

Axcelis plans an all-stock merger where each Veeco share is exchanged for 0.3575 Axcelis shares. Axcelis stockholders approved the share issuance; remaining conditions include Chinese regulatory approval. Both companies expect completion in the second half of 2026 under the existing Merger Agreement.

How concentrated is Axcelis Technologies’ (ACLS) customer base in 2026 year-to-date?

Customer concentration increased, with two customers each contributing 17.8% of total revenue for the six months ended June 30, 2026. In Q2 2026, two customers accounted for 21.6% and 15.9% of revenue, while two customers represented 15.3% and 11.4% of accounts receivable at quarter-end.

Did Axcelis (ACLS) repurchase any stock in the first half of 2026 and what authorization remains?

Axcelis did not repurchase shares during the six months ended June 30, 2026. The Board previously expanded the stock repurchase program, leaving $110 million available under the current authorization for potential future buybacks, subject to market and corporate considerations.

How did Aftermarket and systems revenue trend for Axcelis (ACLS) in 1H 2026?

In the first half of 2026, Aftermarket revenue rose to $155.4 million from $116.2 million, while systems revenue declined to $258.7 million from $270.9 million. This shift toward Aftermarket sales affected the company’s overall revenue mix and was a key driver of growth.

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-30941

AXCELIS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)


Delaware		34-1818596
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

108 Cherry Hill Drive

Beverly, Massachusetts 01915

(Address of principal executive offices, including zip code)

(978) 787-4000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $0.001 par value	ACLS	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer ☒		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting company ☐
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

As of August 3, 2026, there were 30,881,489 shares of the registrant’s common stock outstanding.

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PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025	3
	Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025	4
	Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025	5
	Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025	6
	Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025	8
	Notes to Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
	Overview	22
	Critical Accounting Estimates	22
	Results of Operations	23
	Liquidity and Capital Resources	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30
PART II - OTHER INFORMATION		31
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33

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PART 1—FINANCIAL INFORMATION

Item 1. Financial Statements.

Axcelis Technologies, Inc.

Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)


		Three months ended						Six months ended
			June 30,					June 30,
		2026			2025			2026			2025
Revenue:
Product		$	200,488		$	183,402		$	388,497		$	366,226
Services			14,687			11,142			25,634			20,881
Total revenue			215,175			194,544			414,131			387,107
Cost of revenue:
Product			106,998			95,462			212,734			189,962
Services			16,988			11,739			29,627			21,034
Total cost of revenue			123,986			107,201			242,361			210,996
Gross profit			91,189			87,343			171,770			176,111
Operating expenses:
Research and development			28,977			27,064			57,493			54,192
Sales and marketing			19,554			15,003			36,908			30,127
General and administrative			22,377			16,311			49,138			33,668
Total operating expenses			70,908			58,378			143,539			117,987
Income from operations			20,281			28,965			28,231			58,124
Other income (expense):
Interest income			4,575			5,481			9,037			11,082
Interest expense			(1,263)			(1,355)			(2,554)			(2,722)
Other, net			1,755			1,906			1,259			1,597
Total other income			5,067			6,032			7,742			9,957
Income before income taxes			25,348			34,997			35,973			68,081
Income tax provision			2,057			3,621			3,468			8,126
Net income		$	23,291		$	31,376		$	32,505		$	59,955
Net income per share:
Basic		$	0.76		$	0.99		$	1.06		$	1.87
Diluted		$	0.75		$	0.98		$	1.05		$	1.87
Shares used in computing net income per share:
Basic weighted average shares of common stock			30,805			31,847			30,764			32,051
Diluted weighted average shares of common stock			31,134			31,882			31,084			32,103

See accompanying Notes to these Consolidated Financial Statements (Unaudited)

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Axcelis Technologies, Inc.

Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)


		Three months ended						Six months ended
		June 30,						June 30,
		2026			2025			2026			2025
Net income		$	23,291		$	31,376		$	32,505		$	59,955
Other comprehensive (loss) income:
Foreign currency translation adjustments			(406)			5,066			(2,662)			5,712
Amortization of actuarial net gain and other adjustments from pension plan			—			—			(19)			—
Unrealized (losses) gains on available-for-sale investments			(674)			(58)			(1,523)			23
Total other comprehensive (loss) income			(1,080)			5,008			(4,204)			5,735
Comprehensive income		$	22,211		$	36,384		$	28,301		$	65,690

See accompanying Notes to these Consolidated Financial Statements (Unaudited)

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Axcelis Technologies, Inc.

Consolidated Balance Sheets

(In thousands, except per share amounts)

(Unaudited)


		June 30,			December 31,
		2026			2025
ASSETS
Current assets:
Cash and cash equivalents		$	154,996		$	145,451
Short-term investments			247,220			228,802
Accounts receivable, net			154,149			168,479
Inventories, net			338,174			329,010
Prepaid income taxes			4,863			4,658
Prepaid expenses and other current assets			80,369			66,802
Total current assets			979,771			943,202
Property, plant and equipment, net			58,022			56,146
Operating lease assets			27,568			28,927
Finance lease assets, net			13,516			14,154
Long-term restricted cash			10,633			10,627
Deferred income taxes			78,815			79,895
Long-term investments			174,829			182,396
Other assets			43,684			46,004
Total assets		$	1,386,838		$	1,361,351
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	58,807		$	42,309
Accrued compensation			20,010			34,233
Warranty			9,634			9,516
Income taxes			2,833			11,383
Deferred revenue			81,679			65,494
Current portion of finance lease obligation			1,722			1,575
Other current liabilities			25,416			33,150
Total current liabilities			200,101			197,660
Long-term finance lease obligation			39,845			40,754
Long-term deferred revenue			36,863			43,445
Other long-term liabilities			44,208			44,815
Total liabilities			321,017			326,674
Commitments and contingencies (Note 16)
Stockholders’ equity:
Common stock, $0.001 par value, 75,000 shares authorized; 30,881 shares issued and outstanding at June 30, 2026; 30,717 shares issued and outstanding at December 31, 2025			31			31
Additional paid-in capital			536,152			533,309
Retained earnings			536,044			503,539
Accumulated other comprehensive loss			(6,406)			(2,202)
Total stockholders’ equity			1,065,821			1,034,677
Total liabilities and stockholders’ equity		$	1,386,838		$	1,361,351

See accompanying Notes to these Consolidated Financial Statements (Unaudited)

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Axcelis Technologies, Inc.

Consolidated Statements of Stockholders’ Equity

(In thousands)

(Unaudited)


								Accumulated
				Additional				Other		Total
	Common Stock			Paid-in		Retained		Comprehensive		Stockholders’
	Shares	Amount		Capital		Earnings		(Loss)		Equity
Balance at December 31, 2024	32,365	$	32	$	548,654	$	470,318	$	(6,214)	$	1,012,790
Net income	—		—		—		28,579		—		28,579
Foreign currency translation adjustments	—		—		—		—		646		646
Unrealized gains (losses) on available-for-sale investments	—		—		—		—		81		81
Issuance of common stock on restricted stock units, net of shares withheld	38		—		(1,583)		—		—		(1,583)
Stock-based compensation expense	—		—		4,903		—		—		4,903
Repurchase of common stock	(274)		—		(4,954)		(13,224)		—		(18,178)
Balance at March 31, 2025	32,129	$	32	$	547,020	$	485,673	$	(5,487)	$	1,027,238
Net income	—		—		—		31,376		—		31,376
Foreign currency translation adjustments	—		—		—		—		5,066		5,066
Unrealized gains (losses) on available-for-sale investments	—		—		—		—		(58)		(58)
Issuance of stock under Employee Stock Purchase Plan	21		—		1,246		—		—		1,246
Issuance of common stock on restricted stock units, net of shares withheld	94		—		(2,569)		—		—		(2,569)
Stock-based compensation expense	—		—		5,421		—		—		5,421
Repurchase of common stock	(826)		(1)		(15,451)		(29,885)		—		(45,337)
Balance at June 30, 2025	31,418	$	31	$	535,667	$	487,164	$	(479)	$	1,022,383

See accompanying Notes to these Consolidated Financial Statements (Unaudited)

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Axcelis Technologies, Inc.

Consolidated Statements of Stockholders’ Equity

(In thousands)

(Unaudited)


													Accumulated
							Additional						Other			Total
		Common Stock					Paid-in			Retained			Comprehensive			Stockholders’
		Shares		Amount			Capital			Earnings			(Loss)			Equity
Balance at December 31, 2025		30,717		$	31		$	533,309		$	503,539		$	(2,202)		$	1,034,677
Net income		—			—			—			9,214			—			9,214
Foreign currency translation adjustments		—			—			—			—			(2,256)			(2,256)
Change in pension obligation		—			—			—			—			(19)			(19)
Unrealized gains (losses) on available-for-sale investments		—			—			—			—			(849)			(849)
Issuance of common stock on restricted stock units, net of shares withheld		16			—			(1,023)			—			—			(1,023)
Stock-based compensation expense		—			—			4,899			—			—			4,899
Balance at March 31, 2026		30,733		$	31		$	537,185		$	512,753		$	(5,326)		$	1,044,643
Net income		—			—			—			23,291			—			23,291
Foreign currency translation adjustments		—			—			—			—			(406)			(406)
Unrealized gains (losses) on available-for-sale investments		—			—			—			—			(674)			(674)
Issuance of stock under Employee Stock Purchase Plan		8			—			1,302			—			—			1,302
Issuance of common stock on restricted stock units, net of shares withheld		140			—			(8,516)			—			—			(8,516)
Stock-based compensation expense		—			—			6,425			—			—			6,425
Repurchase of common stock excise tax		—			—			(244)			—			—			(244)
Balance at June 30, 2026		30,881		$	31		$	536,152		$	536,044		$	(6,406)		$	1,065,821

See accompanying Notes to these Consolidated Financial Statements (Unaudited)

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Axcelis Technologies, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


		Six months ended
		June 30,
		2026			2025
Cash flows from operating activities
Net income		$	32,505		$	59,955
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			8,875			8,824
Deferred income taxes			1,037			(4,155)
Stock-based compensation expense			11,324			10,324
Provision for doubtful accounts			65			—
Provision for excess and obsolete inventory			1,998			1,742
Accretion of discounts and premiums on short-term and long-term investments			(1,031)			(2,254)
Unrealized currency loss (gain) on foreign denominated transactions			1,191			(6,807)
Mark-to-market adjustment on forward exchange contracts			(100)			457
Changes in operating assets and liabilities:
Accounts receivable			12,460			67,459
Inventories			(16,692)			(16,760)
Prepaid expenses and other current assets			(13,737)			1,175
Accounts payable and other current liabilities			(5,378)			(28,343)
Deferred revenue			10,935			(9,581)
Income taxes			(8,529)			1,966
Other assets and liabilities			1,589			(4,480)
Net cash provided by operating activities			36,512			79,522

Cash flows from investing activities
Expenditures for property, plant and equipment and capitalized software			(5,393)			(6,945)
Purchases of short-term and long-term investments			(223,249)			(345,174)
Maturities and sales of short-term investments			211,906			387,975
Net cash (used in) provided by investing activities			(16,736)			35,856

Cash flows from financing activities
Net settlement on restricted stock grants			(9,539)			(4,152)
Repurchase of common stock			(244)			(63,515)
Proceeds from Employee Stock Purchase Plan purchases			1,302			1,246
Principal payments on finance lease obligation			(768)			(676)
Net cash used in financing activities			(9,249)			(67,097)

Effect of exchange rate changes on cash and cash equivalents			(976)			1,935
Net increase in cash, cash equivalents and restricted cash			9,551			50,216

Cash, cash equivalents and restricted cash at beginning of period			156,078			131,064
Cash, cash equivalents and restricted cash at end of period		$	165,629		$	181,280

See accompanying Notes to these Consolidated Financial Statements (Unaudited)

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Axcelis Technologies, Inc.

Notes to Consolidated Financial Statements (Unaudited)

Note 1. Nature of Business

Axcelis Technologies, Inc. (“Axcelis” or the “Company”) was incorporated in Delaware in 1995 and is a producer of ion implantation equipment used in the fabrication of semiconductor chips in the United States, Europe and Asia. In addition, we provide extensive worldwide aftermarket service and support, including spare parts, equipment upgrades, used equipment, and maintenance services to the semiconductor industry.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments which are of a normal recurring nature and considered necessary for a fair presentation of these financial statements have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for other interim periods or for the year as a whole.

The balance sheet at December 31, 2025 has been derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. As of June 30, 2026, there have been no material changes in the Company’s significant accounting policies. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”).

Note 2. Stock-Based Compensation

We maintain the Axcelis Technologies, Inc. 2012 Equity Incentive Plan, as amended (the “2012 Equity Plan”), which permits the issuance of options, restricted stock, restricted stock units (“RSUs”) and performance awards to selected employees, directors, and consultants of the Company.

The 2012 Equity Plan is more fully described in Note 13 to the consolidated financial statements in our 2025 Form 10-K.

Beginning in May 2026, certain stock-based awards granted to executive management have market-based performance measures and are valued using the Monte-Carlo simulation valuation method with cliff vesting at the end of a performance period of three years.

We recognized stock-based compensation expense of $6.4 million and $5.4 million for the three-month periods ended June 30, 2026 and 2025, respectively. These amounts include compensation expense related to RSUs. We recognized stock-based compensation expense of $11.3 million and $10.3 million for the six-month periods ended June 30, 2026 and 2025, respectively. These amounts include compensation expense related to RSUs and stock issued to participants under the 2020 Employee Stock Purchase Plan (the “2020 ESPP”).

In both of the three-month periods ended June 30, 2026 and 2025, we issued 0.1 million shares of common stock upon vesting of RSUs granted under the 2012 Equity Plan and purchases under the 2020 ESPP. In the three-month periods ended June 30, 2026 and 2025, we received proceeds of $1.3 million and $1.2 million, respectively, in connection with purchases under the 2020 ESPP.

In both of the six-month periods ended June 30, 2026 and 2025, we issued 0.2 million shares of common stock upon vesting of RSUs granted under the 2012 Equity Plan and purchases under the 2020 ESPP. In the six-month periods ended June 30, 2026 and 2025, we received proceeds of $1.3 million and $1.2 million, respectively, in connection with purchases under the 2020 ESPP.

Note 3. Leases

We have operating leases for manufacturing, office space, warehouse space, computer and office equipment and vehicles used in our business operations. We have a finance lease in relation to the 2015 sale-leaseback of our corporate

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headquarters in Beverly, Massachusetts. We review all agreements to determine if the agreement contains a lease component. An agreement contains a lease component if it provides for the use of a specific physical space or a specific physical item.

We recognize operating lease obligations under Accounting Standards Codification Topic 842, Leases (“Topic 842”). The guidance in Topic 842 requires recognition of lease assets and related liabilities on a discounted basis using the explicit or implicit discount rate stated within the agreement. We recognize a corresponding right-of-use asset, which is initially determined based upon the net present value of the associated liability and is adjusted for deferred costs and possible impairment, if any. For those lease agreements that do not indicate the applicable discount rate, we use our incremental borrowing rate. We have made the following policy elections: (i) operating leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets; (ii) we recognize lease expense for operating leases on a straight-line basis over the lease term; and (iii) we account for lease components and non-lease components that are fixed payments as one component. Some of our operating leases include one or more options to renew, with renewal terms that can extend the respective lease term by one to three years. The exercise of lease renewal options is at our sole discretion. For lease extensions that are reasonably certain to occur, we have included the renewal periods in our calculation of the net present value of the lease obligation and related right-of-use asset. Certain leases also include options to purchase the leased property. The depreciable life of certain assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The amounts of operating and finance lease right-of-use assets and related lease obligations recorded within our consolidated balance sheets are as follows:


		June 30,		December 31,
Leases	Classification	2026		2025

Assets		(in thousands)
Operating leases	Operating lease assets	$	27,568	$	28,927
Finance lease	Finance lease assets*		13,516		14,154
Total leased assets		$	41,084	$	43,081
Liabilities
Current
Operating	Other current liabilities	$	4,664	$	4,859
Finance	Current portion of finance lease obligation		1,722		1,575
Non-current
Operating	Other long-term liabilities		23,578		24,613
Finance	Finance lease obligation		39,845		40,754
Total lease liabilities		$	69,809	$	71,801

*As of June 30, 2026, finance lease assets are recorded net of accumulated depreciation of $48.0 million and include $0.5 million of prepaid financing costs. As of December 31, 2025, finance lease assets are recorded net of accumulated depreciation of $47.7 million and include $0.5 million of prepaid financing costs.

Our operating lease office locations support local selling and servicing functions. Our Axcelis Asia Operations Center facility in South Korea is used to manufacture our products for Asia-based customers. We lease a logistics and flex manufacturing center in Beverly, Massachusetts to support our principal product manufacturing operations at our corporate headquarters. Operating lease expense and depreciation and interest expense relating to our finance lease obligation are recognized within our Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 as follows:

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			Three months ended					Six months ended
			June 30,					June 30,
Lease cost	Classification		2026		2025			2026			2025

Operating lease cost			(in thousands)
Product / services*	Cost of revenue		$	1,555	$	1,606		$	3,239		$	3,280
Research and development	Operating expenses			113		149			393			368
Sales and marketing*	Operating expenses			500		450			1,035			894
General and administrative*	Operating expenses			155		212			432			538
Total operating lease cost			$	2,323	$	2,417		$	5,099		$	5,080
Finance lease cost
Depreciation of leased assets	Cost of revenue, Research and development, Sales and marketing and General and administrative		$	319	$	321		$	638		$	643
Interest on lease liabilities	Interest expense			1,110		1,148			2,231			2,304
Total finance lease cost			$	1,429	$	1,469		$	2,869		$	2,947

Total lease cost			$	3,752	$	3,886		$	7,968		$	8,027

* Product / services, sales and marketing and general and administrative expense also includes short-term lease and variable lease costs of approximately $0.3 million and $1.0 million for the three and six months ended June 30, 2026, respectively, and includes short-term lease and variable lease costs of approximately $0.4 million and $1.0 million for the three and six months ended June 30, 2025, respectively.

The lease of our corporate headquarters, shown below under finance leases, had an original lease term of 22 years, beginning in January 2015 and expiring in January 2037, with renewal options. All other locations are treated as operating leases, with lease terms ranging from one to 16 years. The tables below reflect the minimum cash outflow regarding our current lease obligations as well as the weighted average remaining lease term and weighted-average discount rates used in our calculation of our lease obligations and right-of-use assets as of June 30, 2026:


	Finance		Operating			Total
Maturity of Lease Liabilities	Leases		Leases			Leases

	(in thousands)
2026	$	3,009	$	3,302		$	6,311
2027		6,128		4,990			11,118
2028		6,251		3,551			9,802
2029		6,376		2,745			9,121
2030		6,503		2,679			9,182
Thereafter		42,456		20,219			62,675
Total lease payments	$	70,723	$	37,486		$	108,209
Less interest portion*		(29,156)		(9,244)			(38,400)
Finance lease and operating lease obligations	$	41,567	$	28,242		$	69,809

* Finance lease interest calculated using the implied interest rate; operating lease interest calculated using estimated corporate borrowing rate.

The table above does not include options to renew lease terms that are not reasonably certain of being exercised.

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		June 30,
Lease term and discount rate		2026
Weighted average remaining lease term (years):
Operating leases			10.1
Finance leases			10.6
Weighted average discount rate:
Operating leases			5.3%
Finance leases			10.5%

Our cash outflows from our operating leases include rent expense and other charges associated with these leases. These cash flows are included within the operating activities section of our statement of cash flows. Our cash flows from our finance lease include both an interest component and a principal component. The table below shows our cash outflows by lease type and related section of our statement of cash flows, as well as the non-cash amount capitalized on our balance sheet in relation to our operating lease right-of-use assets for the six months ended June 30, 2026 and 2025, respectively:



		Six months ended June 30,
Cash paid for amounts included in the measurement of lease liabilities		2026			2025

		(in thousands)
Operating cash outflows from operating leases		$	5,099		$	5,080
Operating cash outflows from finance leases			2,231			2,304
Financing cash outflows from finance leases			768			676
Operating lease assets obtained in exchange for operating lease liabilities			1,587			1,411
Finance lease assets obtained in exchange for new finance lease liabilities			—			—

Note 4. Revenue

To reflect the organization of our business operations, we divide revenue into two categories: (i) revenue from sales of new systems and (ii) revenue arising from the sale of used systems, parts, and labor to customers who own systems, which we refer to as “Aftermarket.”

Revenue by categories used by management are as follows:


	Three months ended				Six months ended
	June 30,				June 30,
	2026		2025		2026		2025

	(in thousands)
Systems	$	132,374	$	133,288	$	258,700	$	270,897
Aftermarket		82,801		61,256		155,431		116,210
Total Revenue	$	215,175	$	194,544	$	414,131	$	387,107

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We also consider revenue by geography. Revenue is allocated to geographic markets based upon the location to which our products are shipped and in which our services are performed. Revenue in our principal geographic markets is as follows:


	Three months ended				Six months ended
	June 30,				June 30,
	2026		2025		2026		2025

	(in thousands)
North America	$	13,415	$	34,223	$	36,182	$	74,748
Asia Pacific		177,873		145,628		322,291		280,053
Europe		23,887		14,693		55,658		32,306
Total Revenue	$	215,175	$	194,544	$	414,131	$	387,107

Our system sales revenue transactions give rise to contract liabilities (in the case of pre-payments and the fair value of goods and services to be delivered after the system delivery, such as installation and certain warranty obligations).

Contract liabilities are as follows:


	June 30,		December 31,
	2026		2025

	(in thousands)
Contract liabilities	$	118,542	$	108,939

Contract liabilities are reflected as deferred revenue on the consolidated balance sheets and include payments received in advance of system sales as well as deferral of revenue from systems sales for installation and other future performance obligations. Contract liabilities are recognized as revenue upon the fulfillment of performance obligations.


	Three months ended				Six months ended
	June 30,				June 30,
	2026		2025		2026		2025

	(in thousands)
Balance, beginning of the period	$	109,566	$	139,324	$	108,939	$	138,174
Deferral of revenue		29,859		29,047		42,089		42,207
Other adjustments*		—		(2,273)		(450)		(2,272)
Recognition of deferred revenue		(20,883)		(36,356)		(32,036)		(48,367)
Balance, end of the period	$	118,542	$	129,742	$	118,542	$	129,742

* Adjustment to contracts with customers are assessed to determine if amounts paid by customers represent deferred revenue or liabilities payable to customers and such amounts are accordingly reclassified pursuant to our revenue recognition policy and ASC 606.

The majority of our system transactions have either (1) payment terms of 90% due upon shipment of the system and 10% due upon acceptance or (2) a pre-shipment deposit ranging from 20% to 60%, with the remainder due upon shipment, less 10% due at acceptance. Aftermarket transaction payment terms typically provide that payment is due either within 30 or 60 days after the service is provided or parts delivered.

Note 5. Receivables and Allowances for Credit Losses

All trade receivables are reported on the consolidated balance sheets at their amortized cost adjusted for any write-offs and net of allowances for credit losses.

We maintain an allowance for credit losses, which represents an estimate of expected losses over the remaining contractual life of our receivables, considering current market conditions and estimates for supportable forecasts when appropriate. The estimate is a result of our ongoing assessments and evaluations of collectability, historical loss experience, and future expectations in estimating credit losses in our receivable portfolio. We use historical loss experience rates and apply them to a related aging analysis while also considering customer and/or economic risk where appropriate.

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Determination of the proper amount of allowances requires management to exercise judgment about the timing, frequency and severity of credit losses that could materially affect the provision for credit losses and, as a result, net earnings. The allowance takes into consideration numerous quantitative and qualitative factors that include receivable type, historical loss experience, loss migration, delinquency trends, collection experience, current economic conditions, trade restrictions, estimates for supportable forecasts, when appropriate, and credit risk characteristics.

We evaluate the credit risk of the customer when extending credit based on a combination of financial and qualitative factors that may affect our customers’ ability to pay. These factors may include the customer’s financial condition, past payment experience, and credit bureau report, as well as the value of the underlying collateral.

Management performs detailed reviews of our receivables on a quarterly basis to assess the adequacy of the allowances and to determine if any impairment has occurred. Amounts determined to be uncollectable are charged directly against the allowances, while amounts recovered on previously written-off accounts increase the allowances. Changes to the allowances for credit losses are maintained through adjustments to the provision for credit losses, which are charged to current period earnings. We did not incur any credit losses or recoveries for the three-month period ended June 30, 2026. We recorded $0.1 million of bad debt expense for the six-month period ended June 30, 2026. We did not incur any credit losses or recoveries for the three and six-month periods ended June 30, 2025. As of both June 30, 2026 and June 30, 2025, we had no allowance for credit losses.

Note 6. Computation of Net Earnings per Share

Basic earnings per share is computed by dividing income available to common stockholders (the numerator) by the weighted average number of shares of common stock outstanding (the denominator) for the period. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased by the number of additional shares of common stock that would have been outstanding if the potentially dilutive shares of common stock issuable on vesting of RSUs had been issued, calculated using the treasury stock method.

The components of net earnings per share are as follows:


		Three months ended						Six months ended
		June 30,						June 30,
		2026			2025			2026			2025

		(in thousands, except per share amounts)
Net income available to common stockholders		$	23,291		$	31,376		$	32,505		$	59,955
Weighted average shares of common stock outstanding used in computing basic income per share			30,805			31,847			30,764			32,051
Incremental RSUs			329			35			320			52
Weighted average shares of common stock used in computing diluted net income per share			31,134			31,882			31,084			32,103
Net income per share
Basic		$	0.76		$	0.99		$	1.06		$	1.87
Diluted		$	0.75		$	0.98		$	1.05		$	1.87

Diluted weighted average shares of common stock outstanding does not include 93,931 and 509,998 common equivalent shares issuable with respect to outstanding equity awards for the three-month periods ended June 30, 2026 and 2025, respectively, and 51,588 and 411,238 common equivalent shares issuable with respect to outstanding equity awards for the six-month periods ended June 30, 2026 and 2025, respectively, as their effect would have been anti-dilutive.

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Note 7. Accumulated Other Comprehensive Loss

The following table presents the changes in accumulated other comprehensive loss, by component, for the six months ended June 30, 2026:


								Unrealized gains (losses) on
		Foreign			Defined benefit			available-for-sale
		currency			pension plan			investments			Total

		(in thousands)
Balance at December 31, 2025		$	(2,657)		$	19		$	436		$	(2,202)
Other comprehensive income and reclassifications			(2,662)			(19)			(1,523)			(4,204)
Balance at June 30, 2026		$	(5,319)		$	—		$	(1,087)		$	(6,406)

Note 8. Cash, cash equivalents and restricted cash

The following table provides a reconciliation of cash balances on hand, cash equivalents, which include short-term investments having a maturity of 90 days or less at time of purchase, and restricted cash reported within the consolidated balance sheets to the total of the amounts shown in the statement of cash flows:


	June 30,		December 31,
	2026			2025

	(in thousands)
Cash and cash equivalents	$	154,996	$	145,451
Long-term restricted cash		10,633		10,627
Total cash, cash equivalents and restricted cash	$	165,629	$	156,078

As of June 30, 2026, we had $10.6 million in restricted cash representing the total of (i) a $5.9 million cash collateralized letter of credit serving as a security deposit for our headquarters lease in Beverly, Massachusetts, (ii) a $3.9 million letter of credit for customs purposes, (iii) a $0.7 million cash collateralized letter of credit relating to workers’ compensation insurance and (iv) a $0.1 million deposit relating to customs activity. See Note 12 for further discussion on the $5.9 million cash collateralized letter of credit.

Note 9. Inventories, net

The components of inventories are as follows:


		June 30,			December 31,
		2026			2025

		(in thousands)
Raw materials		$	274,338		$	259,039
Work in process			55,611			51,761
Finished goods (completed systems)			8,225			18,210
Inventories, net		$	338,174		$	329,010

When recorded, inventory reserves reduce the carrying value of inventories to their net realizable value. We establish inventory reserves when conditions exist that indicate inventory may be in excess of anticipated demand or is obsolete based upon assumptions about future demand for our products or market conditions. We regularly evaluate the ability to realize the value of inventories based on a combination of factors including the following: forecasted sales or usage, estimated product end of life dates, estimated current and future market value and new product introductions. Purchasing and usage alternatives are also explored to mitigate inventory exposure.

Note 10. Product Warranty

We generally offer a one-year warranty for all of our systems, the terms and conditions of which vary depending upon the product sold. For all systems sold, we accrue a liability for the estimated cost of standard warranty at the time of system shipment and, if applicable, defer the portion of systems revenue attributable to non-standard warranty. Costs for

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non-standard warranty are expensed as incurred. Factors that affect our warranty liability include the number of installed units, historical and anticipated product failure rates, material usage and service labor costs. We periodically assess the adequacy of our recorded liability and adjust the amount as necessary.

The changes in our standard product warranty liability are as follows:


		Six months ended
		June 30,
		2026			2025

		(in thousands)
Balance at January 1 (beginning of year)		$	11,587		$	15,183
Warranties issued during the period			5,298			4,334
Settlements made during the period			(3,601)			(6,865)
Changes in estimate of liability for pre-existing warranties during the period			(1,969)			(61)
Balance at June 30 (end of period)		$	11,315		$	12,591

Amount classified as current		$	9,634		$	10,903
Amount classified as long-term (within other long-term liabilities)			1,681			1,688
Total warranty liability		$	11,315		$	12,591

Note 11. Fair Value Measurements

Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

(a) Fair Value Hierarchy

The accounting guidance for fair value measurement requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:

Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

(b) Fair Value Measurements

Our money market funds and short-term investments with initial maturities of three months or less are included in cash and cash equivalents in the consolidated balance sheets. Other investments that have a maturity of greater than three months but less than one year are included within short-term investments in the consolidated balance sheets. Investments that have a maturity of greater than one year are included within long-term investments in the consolidated balance sheets.

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The following tables set forth our assets which are measured at fair value by level within the fair value hierarchy:


		June 30, 2026
		Fair Value Measurements
		Level 1			Level 2			Level 3			Total

		(in thousands)
Assets
Cash equivalents and other short-term investments:
Cash equivalents (money market funds, U.S. Government Securities and Agency Investments)		$	96,813		$	—		$	—		$	96,813
Short-term investments (U.S. Government Securities and Agency Investments)			247,220			—			—			247,220
Mark-to-market adjustment on forward exchange contracts			—			100			—			100
Long-term investments (U.S. Government Securities and Agency Investments)			174,829			—			—			174,829
Total		$	518,862		$	100		$	—		$	518,962


		December 31, 2025
		Fair Value Measurements
		Level 1			Level 2			Level 3			Total

		(in thousands)
Assets
Cash equivalents and other short-term investments:
Cash equivalents (money market funds, U.S. Government Securities and Agency Investments)		$	93,348		$	—		$	—		$	93,348
Short-term investments (U.S. Government Securities and Agency Investments)			228,802			—			—			228,802
Mark-to-market adjustment on forward exchange contracts			—			435			—			435
Long-term investments (U.S. Government Securities and Agency Investments)			182,396			—			—			182,396
Total		$	504,546		$	435		$	—		$	504,981

The following table summarizes the contractual maturities of our cash equivalents and investments as of June 30, 2026:


		Amortized Cost			Fair Value

		(in thousands)
Due within one year		$	344,180		$	344,033
Due after one year through two years			175,770			174,829
Total		$	519,950		$	518,862

(c) Other Financial Instruments

The carrying amounts reflected in the consolidated balance sheets for accounts receivable, prepaid expenses, forward currency exchange contracts and other current assets and non-current assets, restricted cash, accounts payable and accrued expenses approximate fair value due to their short-term maturities.

(d) Forward Currency Exchange Contracts

We enter into forward currency exchange contracts to minimize the impact of foreign currency fluctuations on our earnings and cash flows. These contracts have month-to-month settlement dates. Any gains or losses on these contracts are reported within Other, net in our Consolidated Statement of Operations. Any open contracts at period end that have settlement dates within one month after the reported period end are marked-to-market and the valuation adjustments related to these open contracts are recorded in the current asset or current liability account. Any unrealized gain or loss on the open contracts is recognized and recorded within Other, net in our Consolidated Statement of Operations. These contracts are measured at fair value using observable market inputs such as forward currency exchange rates and our counterparties’

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credit risks. Based on these inputs, the derivative instruments are classified within Level 2 of the valuation hierarchy. At June 30, 2026, the recognized unrealized gain on these forward exchange contracts was approximately $0.1 million. Based on our continued ability to trade and enter into forward contracts, we consider the markets for our fair value instruments to be active. We evaluated the credit risk associated with the counterparties to these derivative instruments and determined that as of June 30, 2026, such credit risks have not had an adverse impact on the fair value of these instruments.

Note 12. Financing Arrangements

On January 30, 2015, we sold our corporate headquarters facility in Beverly, Massachusetts for $48.9 million. As part of the sale, we also entered into a 22-year lease agreement of our headquarters facility. This sale-leaseback is accounted for as a finance lease under generally accepted accounting principles and, as such, we have recorded a finance lease obligation of $41.6 million as of June 30, 2026. The associated lease payments include both an interest component and payment of principal, with the remaining liability being extinguished at the end of the original lease term. As of June 30, 2026, we had a security deposit of $5.9 million related to this lease in the form of a cash collateralized letter of credit, which is classified as long-term restricted cash on our balance sheet.

Note 13. Income Taxes

Income tax expense was $2.1 million for the three months ended June 30, 2026, compared to $3.6 million for the three months ended June 30, 2025. The $1.6 million decrease was primarily due to the decrease in pre-tax book income and an increase in stock-based compensation deduction. The reported effective tax rate (“ETR”) for the three months ended June 30, 2026 was 8.1% compared to 10.3% for the three months ended June 30, 2025. The ETR for the six months ended June 30, 2026 was less than the U.S. statutory rate of 21%, primarily attributable to the Foreign Derived Intangible Income deduction and Federal research and development tax credits.

On July 4, 2025, legislation known as the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act. The legislation has multiple effective dates, with certain provisions being implemented through 2027. The impacts of the portions of the OBBBA that have come into effect are reflected in our results for the quarter ended June 30, 2026. We will continue to evaluate the full impact of these legislative changes as additional guidance becomes available.

Note 14. Concentration of Risk

For the three months ended June 30, 2026, two customers accounted for 21.6% and 15.9% of total revenue. For the three months ended June 30, 2025, no individual customer accounted for greater than ten percent of total revenue.

For the six months ended June 30, 2026, two customers each accounted for 17.8% of total revenue. For the six months ended June 30, 2025, two customers accounted for 11.6% and 11.2% of total revenue.

At June 30, 2026, two customers accounted for 15.3% and 11.4% of accounts receivable. At December 31, 2025, three customers accounted for 14.7%, 13.5%, and 10.3% of accounts receivable.

Note 15. Share Repurchase

In March 2025, our Board of Directors approved an additional funding of $100 million for our stock repurchase program. This approval brings the current outstanding repurchase authorization to $215 million, with $110 million available for future stock repurchases as of June 30, 2026. During the six months ended June 30, 2026, no shares of common stock were repurchased. The timing and actual number of any additional shares to be repurchased under this program will depend on various factors including price, corporate and regulatory requirements, alternative investment opportunities and other market conditions.

Repurchased shares are accounted for when the transaction is settled and returned to the status of authorized but unissued shares. Accordingly, on our balance sheet, the repurchase price is deducted from common stock par value and from additional paid-in capital for the excess over par value. If additional paid-in capital has been exhausted, the excess over par value is deducted from retained earnings. Direct costs incurred to acquire the shares are included in the total cost of the shares.

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Note 16. Contingencies

(a) Litigation

We are from time to time a party to litigation that arises in the normal course of our business operations. We are not presently a party to any litigation that we believe might have a material adverse effect on our business operations.

(b) Indemnifications

Our system sales agreements typically include provisions under which we agree to take certain actions, provide certain remedies and defend our customers against third-party claims of intellectual property infringement under specified conditions and indemnify customers against any damage and costs awarded in connection with such claims. We have not incurred any material costs as a result of such indemnifications and have not accrued any liabilities related to such obligations in the accompanying consolidated financial statements.

Note 17. Business Segment

The Company operates as one operating segment. The Company’s chief operating decision maker (“CODM”) is our chief executive officer, who assesses financial performance for the Company and decides how to allocate resources based on consolidated net income. Segment asset information is provided to the CODM but it is not used to allocate resources.

The following table presents selected financial information with respect to the Company’s single operating segment for the three and six months ended June 30, 2026 and 2025:


		Three months ended June 30,					Six months ended June 30,
		2026			2025		2026			2025

		(in thousands)
Revenue:		$	215,175		$	194,544	$	414,131		$	387,107
Less:
Cost of revenue			123,986			107,201		242,361			210,996
Research and development			28,977			27,064		57,493			54,192
Sales and marketing			19,554			15,003		36,908			30,127
General and administrative			22,377			16,311		49,138			33,668
Total other income			5,067			6,032		7,742			9,957
Income tax provision			2,057			3,621		3,468			8,126
Segment Net Income			23,291			31,376		32,505			59,955
Reconciliation of profit or loss Adjustments and reconciling items			-			-		-			-
Net income		$	23,291		$	31,376	$	32,505		$	59,955

The above table includes depreciation expense and amortization expense of $4.4 million and $8.9 million for the three and six-month periods ended June 30, 2026, respectively, and depreciation expense and amortization expense of $4.5 million and $8.8 million for the three and six-month periods ended June 30, 2025, respectively

Note 18. Recent Accounting Guidance

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 is intended to enhance the disclosures for expenses for all public entities in accordance with ASC Topic 220, Income Statement-Reporting Comprehensive Income. ASU 2024-03 addresses investor requests for more detailed information about expenses, specifically cost of sales and selling, general, and administrative expenses. ASU 2024-03 requires a public entity to disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense)

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included in each relevant expense caption presented on the face of the income statement as well as a qualitative description of the amounts remaining in the relevant expense captions that are not separately disaggregated quantitatively. ASU 2024-03 also requires a public entity to disclose the total amount of selling expenses and the entity’s definition of selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. A public entity should apply ASU 2024-03 either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of ASU 2024-03 on its future consolidated financial statements and related disclosures.

In September 2025, the FASB issued Accounting Standards Update 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 requires companies to start capitalizing eligible software costs when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted and may be applied using a prospective, retrospective or modified transition approach. The Company is currently evaluating the impact of ASU 2025-06 on its future consolidated financial statements and related disclosures.

In September 2025, the FASB issued Accounting Standards Update 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) – Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”). ASU 2025-07 applies to all entities that enter into non-exchange-traded contracts with underlyings based on operations or activities specific to one of the parties to the contract. The new guidance excludes from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract. ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-07 on its future consolidated financial statements and related disclosures.

In December 2025, the FASB issued Accounting Standards Update 2025-11, Interim Reporting (Topic 270) – Narrow-Scope Improvements (“ASU 2025-11”). ASU 2025-11 applies to all entities that provide interim financial statements and notes in accordance with generally accepted accounting principles. The new guidance improves the navigability of the required interim disclosures, clarifies when that guidance is applicable and provides additional guidance on what disclosures should be provided in interim reporting periods. ASU 2025-11 also adds a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim and annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-11 on its future consolidated financial statements and related disclosures.

Note 19. Merger

At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of Veeco, issued and outstanding immediately prior to the Effective Time (other than shares that are owned by the Company, Veeco or Merger Sub or any wholly owned subsidiary of the Company, Veeco or Merger Sub) will be converted into the right to receive 0.3575 newly issued shares of Company common stock (the “Company Common Stock”) (the “Common Stock Merger Consideration”). No fractional shares of the Company will be issued in the Merger, and Veeco stockholders will receive cash in lieu of fractional shares as part of the merger consideration, as specified in the Merger Agreement.

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The Merger Agreement may be terminated upon the mutual written consent of Axcelis and Veeco. In addition, either Axcelis or Veeco may terminate the Merger Agreement in certain circumstances, including if (a) certain governmental entities have issued a final and non-appealable governmental order or enacted a law prohibiting the Merger or making the closing of the Merger illegal, (b) the Merger is not consummated by September 30, 2026, subject to successive automatic extensions until as late as June 30, 2027 if the only remaining conditions to be satisfied are regulatory approvals, (c) the other party is in breach of the Merger Agreement in a manner that would result in a failure of an applicable closing condition (subject to the applicable cure period set forth in the Merger Agreement) or (d) the other party’s board of directors has changed its recommendation with respect to the Merger.

If the Merger Agreement is terminated by a party following a recommendation change of the board of directors of the other party, 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 $108.7 million; and (ii) if the non-terminating party is Veeco, a termination fee of $77.5 million. 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 $15.0 million.

At a special meeting of stockholders held on February 6, 2026, Axcelis stockholders approved the issuance of shares of Company Common Stock in connection with the Merger.

The completion of the Merger remains subject to other customary closing conditions, including the final pending regulatory approval from the State Administration for Market Regulation of the People’s Republic of China. Axcelis and Veeco continue to expect that the Merger will be completed in the second half of 2026.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Certain statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements that involve risks and uncertainties. Words such as may, will, should, would, anticipates, expects, intends, plans, believes, seeks, estimates and similar expressions identify such forward-looking statements. The forward-looking statements contained herein are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. Factors that might cause such a difference include, among other things, those set forth under “Liquidity and Capital Resources” and “Risk Factors” and others discussed elsewhere in this Quarterly Report on Form 10-Q. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements, except as may be required by law.

Overview

We are primarily a producer of ion implantation equipment used in the fabrication of semiconductor chips in the United States, Europe, and Asia. In addition, we provide extensive worldwide aftermarket service and support, including spare parts, equipment upgrades and maintenance services to the semiconductor industry. Our product development and manufacturing activities currently occur primarily in the United States and South Korea. Our equipment and service products are highly technical and are sold through a direct sales force in the United States, Europe, and Asia. Consolidation and partnering within the semiconductor manufacturing industry has resulted in a small number of customers representing a substantial portion of our business. Our ten largest customers accounted for 68.5% of total revenue for the six months ended June 30, 2026.

Sales of our systems in the first half of 2026 were down slightly compared to the same period in the prior year. During the six months ended June 30, 2026, the overall mature process segment represented 77% of our shipped systems revenue, with the remainder represented by 22% of shipments to dynamic random-access memory (“DRAM”) applications and 1% of shipments to advanced logic. Of the mature process segment, power device shipments comprised 38% of total systems revenue with the general mature segment representing 39%, which includes image sensor applications.

On September 30, 2025, the Company, Victory Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Veeco Instruments Inc., a Delaware corporation (“Veeco”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub shall be merged with and into Veeco (the “Merger”), with Veeco surviving as a wholly-owned subsidiary of the Company. For further information regarding the Merger, see Note 19 to the consolidated financial statements included in this report. On February 6, 2026, Axcelis held a special meeting of stockholders at which the issuance of Company common stock to the Veeco stockholders in the Merger was approved. The completion of the Merger remains subject to other customary closing conditions, including the final pending regulatory approval from the State Administration for Market Regulation of the People’s Republic of China. Axcelis and Veeco continue to expect that the Merger will be completed in the second half of 2026.

Critical Accounting Estimates

Management’s discussion and analysis of our financial condition and results of operations included herein and in our 2025 Form 10-K are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and assumptions. Management’s estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

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Management has not identified any need to make any material change in, and has not changed, any of our critical accounting estimates and judgments as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 Form 10-K.

Results of Operations

The following table sets forth our results of operations as a percentage of total revenue:


		Three months ended					Six months ended
		June 30,					June 30,
		2026		2025			2026		2025
Revenue:
Product		93.2	%	94.3	%		93.8	%	94.6	%
Services		6.8		5.7			6.2		5.4
Total revenue		100.0		100.0			100.0		100.0
Cost of revenue:
Product		49.7		49.1			51.4		49.1
Services		7.9		6.0			7.2		5.4
Total cost of revenue		57.6		55.1			58.6		54.5
Gross profit		42.4		44.9			41.4		45.5
Operating expenses:
Research and development		13.5		13.9			13.9		14.0
Sales and marketing		9.1		7.7			8.9		7.8
General and administrative		10.4		8.4			11.9		8.7
Total operating expenses		33.0		30.0			34.7		30.5
Income from operations		9.4		14.9			6.7		15.0
Other income (expense):
Interest income		2.1		2.8			2.2		2.9
Interest expense		(0.6)		(0.7)			(0.6)		(0.7)
Other, net		0.8		1.0			0.3		0.4
Total other income		2.3		3.1			1.9		2.6
Income before income taxes		11.7		18.0			8.6		17.6
Income tax provision		1.0		1.9			0.8		2.1
Net income		10.7	%	16.1	%		7.8	%	15.5	%

Revenue

The following table sets forth our product and services revenue:


		Three months ended						Period-to-Period				Six months ended						Period-to-Period
		June 30,						Change				June 30,						Change
		2026			2025			$		%		2026			2025			$		%

	(dollars in thousands)
Revenue:
Product		$	200,488		$	183,402		$	17,086	9.3	%	$	388,497		$	366,226		$	22,271	6.1	%
Percentage of revenue			93.2	%		94.3	%						93.8	%		94.6	%
Services			14,687			11,142			3,545	31.8	%		25,634			20,881			4,753	22.8	%
Percentage of revenue			6.8	%		5.7	%						6.2	%		5.4	%
Total revenue		$	215,175		$	194,544		$	20,631	10.6	%	$	414,131		$	387,107		$	27,024	7.0	%

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Three months ended June 30, 2026 Compared with Three months ended June 30, 2025

Product

Product revenue, which includes systems sales, sales of spare parts, product upgrades and used systems, was $200.5 million, or 93.2% of revenue, during the three months ended June 30, 2026, compared with $183.4 million, or 94.3% of revenue, for the three months ended June 30, 2025. The $17.1 million increase in product revenue for the three-month period ended June 30, 2026, in comparison to the same period in 2025, was primarily driven by an increase in Aftermarket sales.

Deferred revenue includes payments received in advance of system sales as well as deferral of revenue from systems sales for installation and other future performance obligations. The total amount of deferred revenue at June 30, 2026 and December 31, 2025 was $118.5 million and $108.9 million, respectively.

Services

Services revenue, which includes the labor component of maintenance and service contracts and fees for service hours provided by on-site service personnel, was $14.7 million, or 6.8% of revenue, for the three months ended June 30, 2026, compared with $11.1 million, or 5.7% of revenue, for the three months ended June 30, 2025. Although services revenue typically increases with the expansion of the installed base of systems, it can fluctuate from period to period based on capacity utilization at customers’ manufacturing facilities, which affects the need for equipment service.

Six months ended June 30, 2026 Compared with Six months ended June 30, 2025

Product

Product revenue was $388.5 million, or 93.8% of revenue, during the six months ended June 30, 2026, compared with $366.2 million, or 94.6% of revenue, for the six months ended June 30, 2025. The $22.3 million increase in product revenue for the six-month period ended June 30, 2026, in comparison to the same period in 2025, was primarily driven by an increase in Aftermarket sales, partially offset by a customer settlement of $4.9 million.

Services

Services revenue was $25.6 million, or 6.2% of revenue, for the six months ended June 30, 2026, compared with $20.9 million, or 5.4% of revenue, for the six months ended June 30, 2025.

Revenue Categories used by Management

In addition to the line item revenue categories discussed above, management also regularly disaggregates revenue in the following categories, which it finds relevant and useful:

●

Systems and Aftermarket revenues, in which “Aftermarket” is:

The portion of Product revenue relating to spare parts, product upgrades and used equipment, combined with

Services revenue, which is the labor component of Aftermarket revenues;

(Aftermarket purchases reflect current fab utilization as opposed to Systems purchases which reflect capital investment decisions by our customers, which have differing economic drivers);

●

Revenue by geographic regions, since economic factors impacting customer purchasing decisions may vary by geographic region; and

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●

Revenue by our customer market segments, since they can be subject to different economic drivers at different periods of time, impacting a customer’s likelihood of purchasing capital equipment during any particular period. Currently, management references three customer market segments: memory, mature process technology and advanced logic.

Aftermarket and Systems Revenue

Three months ended June 30, 2026 Compared with Three months ended June 30, 2025

Included in total revenue of $215.2 million during the three months ended June 30, 2026 is revenue from our Aftermarket business of $82.8 million, compared with $61.3 million of Aftermarket revenue for the three months ended June 30, 2025. Aftermarket revenue fluctuates from period to period primarily based on capacity utilization at customers’ manufacturing facilities, which affects the sale of spare parts and demand for equipment service. Aftermarket revenue can also fluctuate from period to period based on the demand for system upgrades or used equipment. The remaining $132.4 million of revenue for the three months ended June 30, 2026 was systems revenue, compared with $133.2 million of systems revenue for the three months ended June 30, 2025. Systems revenue fluctuates from period to period based on our customers’ capital spending.

Six months ended June 30, 2026 Compared with Six months ended June 30, 2025

Included in total revenue of $414.1 million during the six months ended June 30, 2026 is revenue from our Aftermarket business of $155.4 million, compared with $116.2 million of Aftermarket revenue for the six months ended June 30, 2025. The remaining $258.7 million of revenue for the six months ended June 30, 2026 was systems revenue, compared with $270.9 million of systems revenue for the six months ended June 30, 2025.

Gross Profit / Gross Margin

The following table sets forth our gross profit / gross margin:


		Three months ended						Period-to-Period				Six months ended						Period-to-Period
		June 30,						Change				June 30,						Change
		2026			2025			$		%			2026			2025		$		%

	(dollars in thousands)
Gross Profit:
Product		$	93,490		$	87,940		$	5,550	6.3	%	$	175,763		$	176,264		$	(501)	(0.3)	%
Product gross margin			46.6	%		47.9	%						45.2	%		48.1	%

Services			(2,301)			(597)			(1,704)	285.4	%		(3,993)			(153)			(3,840)	2,509.8	%
Services gross margin			(15.7)	%		(5.4)	%						(15.6)	%		(0.7)	%
Total gross profit		$	91,189		$	87,343		$	3,846	4.4	%	$	171,770		$	176,111		$	(4,341)	(2.5)	%
Gross margin			42.4	%		44.9	%						41.4	%		45.5	%

Three months ended June 30, 2026 Compared with Three months ended June 30, 2025

Product

Gross margin from product revenue was 46.6% for the three months ended June 30, 2026, compared to 47.9% for the three months ended June 30, 2025. The decrease in gross margin resulted from a less favorable mix of system shipments.

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Services

Gross margin from services revenue was (15.7)% for the three months ended June 30, 2026, compared to (5.4)% for the three months ended June 30, 2025. The decrease in gross margin is primarily attributable to changes in the mix of service contracts and fluctuations of service expenses. Occasionally, we experience negative gross margin on service revenue as contract costs can vary significantly from one period to another based on customer demand.

Six months ended June 30, 2026 Compared with Six months ended June 30, 2025

Product

Gross margin from product revenue was 45.2% for the six months ended June 30, 2026, compared to 48.1% for the six months ended June 30, 2025. The decrease in gross margin primarily resulted from a less favorable mix of system shipments.

Services

Gross margin from services revenue was (15.6)% for the six months ended June 30, 2026, compared to (0.7)% for the six months ended June 30, 2025. The decrease in gross margin is primarily attributable to changes in the mix of service contracts and fluctuations of service expenses.

Operating Expenses

The following table sets forth our operating expenses:


		Three months ended						Period-to-Period				Six months ended						Period-to-Period
		June 30,						Change				June 30,						Change
		2026			2025			$		%		2026			2025			$		%

	(dollars in thousands)
Research and development		$	28,977		$	27,064		$	1,913	7.1	%	$	57,493		$	54,192		$	3,301	6.1	%
Percentage of revenue			13.5	%		13.9	%						13.9	%		14.0	%
Sales and marketing			19,554			15,003			4,551	30.3	%		36,908			30,127			6,781	22.5	%
Percentage of revenue			9.1	%		7.7	%						8.9	%		7.8	%
General and administrative			22,377			16,311			6,066	37.2	%		49,138			33,668			15,470	45.9	%
Percentage of revenue			10.4	%		8.4	%						11.9	%		8.7	%
Total operating expenses		$	70,908		$	58,378		$	12,530	21.5	%	$	143,539		$	117,987		$	25,552	21.7	%
Percentage of revenue			33.0	%		30.0	%						34.7	%		30.5	%

Our operating expenses consist primarily of personnel costs, including wages, commissions, incentive-based compensation, stock-based compensation and related benefits and taxes; project material costs related to the design and development of new products and enhancement of existing products; and professional fees, travel and depreciation expenses.

Personnel costs are our largest expense, representing $39.2 million, or 55.3%, of our total operating expenses for the three months ended June 30, 2026, compared to $35.9 million, or 61.5%, of our total operating expenses for the three months ended June 30, 2025. Personnel costs were $74.9 million, or 52.2%, of our total operating expenses for the six months ended June 30, 2026, compared to $71.3 million, or 60.4%, of our total operating expenses for the six months ended June 30, 2025. The higher personnel costs for the three months ended June 30, 2026 are primarily due to increases in salary, benefits, commissions, and stock-based compensation expenses. The higher personnel costs for the six months ended June 30, 2026 are primarily due to increases in salary, benefits, commissions, and stock-based compensation expenses, slightly offset by a decrease in separation program expenses.

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Research and Development


	Three months ended						Period-to-Period				Six months ended							Period-to-Period
	June 30,						Change				June 30,							Change
	2026			2025				$	%		2026			2025				$	%

	(dollars in thousands)
Research and development	$	28,977		$	27,064		$	1,913	7.1	%	$	57,493		$	54,192		$	3,301	6.1	%
Percentage of revenue		13.5	%		13.9	%						13.9	%		14.0	%

Our ability to remain competitive depends largely on continuously developing innovative technology, with new and enhanced features and systems and introducing them at competitive prices on a timely basis. Accordingly, based on our strategic plan, we establish annual research and development budgets to fund programs that we expect will solve customers’ high value, high impact, ion implantation challenges.

Three months ended June 30, 2026 Compared with Three months ended June 30, 2025

Research and development expense was $29.0 million during the three months ended June 30, 2026, an increase of $1.9 million, or 7.1%, compared with $27.1 million during the three months ended June 30, 2025. The increase is primarily due to higher personnel costs and an increase in consulting expenses.

Six months ended June 30, 2026 Compared with Six months ended June 30, 2025

Research and development expense was $57.5 million during the six months ended June 30, 2026, an increase of $3.3 million, or 6.1%, compared with $54.2 million during the six months ended June 30, 2025. The increase is primarily due to higher personnel costs and an increase in consulting expenses.

Sales and Marketing


		Three months ended						Period-to-Period				Six months ended						Period-to-Period
		June 30,						Change				June 30,						Change
		2026			2025			$		%		2026			2025			$		%

	(dollars in thousands)
Sales and marketing		$	19,554		$	15,003		$	4,551	30.3	%	$	36,908		$	30,127		$	6,781	22.5	%
Percentage of revenue			9.1	%		7.7	%						8.9	%		7.8	%

Our sales and marketing expenses result primarily from the sale of our equipment and services through our direct sales force.

Three months ended June 30, 2026 Compared with Three months ended June 30, 2025

Sales and marketing expense was $19.6 million during the three months ended June 30, 2026, an increase of $4.6 million, or 30.3%, compared with $15.0 million during the three months ended June 30, 2025. The increase is primarily due to higher personnel expenses and increases in freight expenses and evaluation tool costs.

Six months ended June 30, 2026 Compared with Six months ended June 30, 2025

Sales and marketing expense was $36.9 million during the six months ended June 30, 2026, an increase of $6.8 million, or 22.5%, compared with $30.1 million during the six months ended June 30, 2025. The increase is primarily due to higher personnel expenses and increases in freight expenses and evaluation tool costs.

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General and Administrative


		Three months ended						Period-to-Period				Six months ended						Period-to-Period
		June 30,						Change				June 30,						Change
		2026			2025			$		%		2026			2025			$		%

	(dollars in thousands)
General and administrative		$	22,377		$	16,311		$	6,066	37.2	%	$	49,138		$	33,668		$	15,470	45.9	%
Percentage of revenue			10.4	%		8.4	%						11.9	%		8.7	%

Our general and administrative expenses result primarily from the costs associated with our executive, finance, information technology, legal and human resource functions.

Three months ended June 30, 2026 Compared with Three months ended June 30, 2025

General and administrative expense was $22.4 million during the three months ended June 30, 2026, an increase of $6.1 million, or 37.2%, compared with $16.3 million during the three months ended June 30, 2025. The increase is due to an increase in professional fees related to the Merger.

Six months ended June 30, 2026 Compared with Six months ended June 30, 2025

General and administrative expense was $49.1 million during the six months ended June 30, 2026, an increase of $15.5 million, or 45.9%, compared with $33.7 million during the six months ended June 30, 2025. The increase is due to an increase in professional fees related to the Merger.

Other Income (Expense)


	Three months ended						Period-to-period				Six months ended						Period-to-period
	June 30,						change				June 30,						change
	2026			2025			$		%		2026			2025			$		%

	(dollars in thousands)
Other income (expense):	$	5,067		$	6,032		$	(965)	(16.0)	%	$	7,742		$	9,957		$	(2,215)	(22.2)	%
Percentage of revenue		2.3	%		3.1	%						1.9	%		2.6	%

Other income (expense) consists of interest earned and accretion on our invested cash balances, interest expense relating to the finance lease obligation we incurred in connection with the 2015 sale of our headquarters facility and other financing obligations as well as foreign exchange gains and losses attributable to both fluctuations of the U.S. dollar against local currencies of the countries in which we operate and forward currency exchange contracts.

Three months ended June 30, 2026 Compared with Three months ended June 30, 2025

Other income was $5.1 million for the three months ended June 30, 2026, compared with other income of $6.0 million for the three months ended June 30, 2025. The $1.0 million decrease in other income (expense) compared to the same prior year period was primarily due to a decrease in interest income of $0.9 million, partially offset by a slight increase in net foreign exchange gains of $0.2 million. Net foreign exchange gains for the three months ended June 30, 2026 includes $1.5 million of gains related to forward currency exchange contracts and foreign exchange gains of $0.2 million. Net foreign exchange gains for the three months ended June 30, 2025 includes foreign exchange gains of $7.3 million, partially offset by foreign exchange losses from forward currency exchange contracts of $5.8 million.

Six months ended June 30, 2026 Compared with Six months ended June 30, 2025

Other income was $7.7 million for the six months ended June 30, 2026, compared with other income of $10.0 million for the six months ended June 30, 2025. The $2.2 million decrease in other income (expense) compared to the same prior year period was primarily due to a decrease in interest income of $2.0 million, partially offset by a slight increase in net foreign exchange gains of $0.1 million. Net foreign exchange gains for the six months ended June 30, 2026 includes $3.2 million of gains related to forward currency exchange contracts, partially offset by foreign exchange losses of

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$2.0 million. Net foreign exchange gains for the six months ended June 30, 2025 includes foreign exchange gains of $8.1 million, partially offset by foreign exchange losses related to forward currency exchange contracts of $7.0 million.

Income Tax Provision


	Three months ended							Period-to-period				Six months ended							Period-to-period
	June 30,							change				June 30,							change
	2026			2025				$		%		2026			2025				$		%

	(dollars in thousands)
Income tax provision	$	2,057			$	3,621		$	(1,564)	(43.2)	%	$	3,468			$	8,126		$	(4,658)	(57.3)	%
Percentage of revenue		1.0	%			1.9	%						0.8	%			2.1	%

Income tax expense was $2.1 million for the three months ended June 30, 2026, compared to $3.6 million for the three months ended June 30, 2025. The $1.6 million decrease was primarily due to the decrease in pre-tax book income and an increase in stock-based compensation deduction. The reported effective tax rate for the three months ended June 30, 2026 was 8.1% compared to 10.3% for the three months ended June 30, 2025. The effective tax rate for the six months ended June 30, 2026 was less than the U.S. statutory rate of 21%, primarily attributable to the Foreign Derived Intangible Income deduction and Federal research and development tax credits.

Liquidity and Capital Resources

At June 30, 2026, we had $155.0 million in unrestricted cash and cash equivalents, $247.2 million in short-term investments and $174.8 million in long-term investments, in addition to $10.6 million in restricted cash. Management believes that maintaining a strong cash balance is necessary to fund a continuing ramp in our business which can require significant cash investment to meet sudden demand. Additionally, we are using cash to repurchase shares as part of our stock repurchase program and are considering both organic and inorganic opportunities to drive future growth, for which cash resources will be necessary.

Our liquidity is affected by many factors. Some of these relate specifically to the operations of our business, including for example, the rate of sales of our products, and others relate to the uncertainties of global economic conditions, including tariff programs implemented in countries in which we operate as well as the availability of credit and the condition of the overall semiconductor equipment industry. Our industry requires ongoing investments in operations and research and development that are not easily adjusted to reflect changes in revenue. As a result, profitability and cash flows can fluctuate more widely than revenue. Stock repurchases, as discussed below, also reduce our cash balances.

During the six months ended June 30, 2026 and 2025, we generated $36.5 million and $79.5 million, respectively, of cash related to operating activities.

Investing activities for the six months ended June 30, 2026 resulted in a cash usage of $16.7 million, $5.4 million of which was used for capital expenditures and $223.2 million of which was used to purchase short-term and long-term investments, partially offset by $211.9 million related to maturities of short-term investments. Investing activities for the six months ended June 30, 2025 resulted in cash generated of $35.9 million, $6.9 million of which was used for capital expenditures and $345.2 million of which was used to purchase short-term and long-term investments, offset by $388.0 million related to maturities and sales of short-term investments.

Financing activities for the six months ended June 30, 2026 resulted in a cash usage of $9.2 million. During the first six months of 2026, (i) $9.5 million was used for payments to government tax authorities for income tax withholding on employee compensation arising from the vesting of RSUs, where units are withheld by us to cover taxes, (ii) $0.2 million related to the excise taxes paid for the repurchase of our common stock, and (iii) $0.8 million was used to reduce the liability under the finance lease of our corporate headquarters. These amounts were partially offset by $1.3 million of proceeds related to the purchase of shares under our 2020 ESPP during the first six months of 2026. In comparison, financing activities for the six months ended June 30, 2025 resulted in cash usage of $67.1 million, of which (i) $63.5 million related to the repurchase of our common stock (ii) $4.2 million related to payments made to government tax authorities for income tax withholding on employee compensation arising from the vesting of RSUs, and (iii) $0.7 million relating to the reduction of our finance lease liability. These amounts were partially offset by $1.2 million of proceeds related to the purchase of shares under our 2020 ESPP during the first six months of 2025.

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As of June 30, 2026, we had a security deposit of $5.9 million related to the lease of our corporate headquarters in the form of a cash collateralized letter of credit, which is classified as long-term restricted cash on our balance sheet.

We believe that based on our current market, revenue, expense and cash flow forecasts, our existing cash and cash equivalents will be sufficient to satisfy our anticipated cash requirements for the short- and long-term.

Commitments and Contingencies

Significant commitments and contingencies at June 30, 2026 are consistent with those discussed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Note 16 to the consolidated financial statements included in our 2025 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As of June 30, 2026, there have been no material changes to the quantitative information about market risk disclosed in Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” included in our 2025 Form 10-K.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the Evaluation Date, these disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control that occurred during the three months ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are, from time to time, a party to litigation that arises in the normal course of our business operations. We are not presently a party to any litigation that we believe might have a material adverse effect on our business operations.

Item 1A. Risk Factors.

As of June 30, 2026, there have been no material changes to the risk factors described in Item 1A, “Risk Factors” included in our 2025 Form 10-K.

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Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.

In February 2022, our Board of Directors authorized a share repurchase program for up to $100 million of the Company’s common stock. This program was announced on March 1, 2022. In August 2023, our Board of Directors approved additional funding of $200 million for our stock repurchase program, to be available upon the full utilization of the $100 million repurchase funding approved in February 2022. In March 2025, we announced that the Board of Directors approved an additional funding of $100 million for share repurchases. The Company’s share repurchase program does not have an expiration date. For the three months ended June 30, 2026, we did not have any repurchase activity. The aproximate value of shares that may yet be repurchased as of June 30, 2026 is $110 million.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

On June 15, 2026, Robert J. Mahoney, our Executive Vice President, Global Operations, adopted a 10b5-1 Preset Diversification Program. The Preset Diversification Program will terminate December 31, 2026 and provides for the sale of up to 1,832 shares of Axcelis stock. No other director or officer adopted, modified or terminated any contract, instrument or written plan for the purchase or sale of Axcelis securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangement as defined in Item 408(c) of Regulation S-K for the quarter ended June 30, 2026.

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Item 6. Exhibits.

The following exhibits are filed herewith:


Exhibit No		Description

3.1		Restated Certificate of Incorporation of the Company filed November 2, 2017. Incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q filed with the Commission on November 3, 2017.

3.2		Certificate of Amendment to the Restated Certificate of Incorporation of the Company filed May 9, 2024. Incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed with the Commission on May 9, 2024.

3.3		Bylaws of the Company, as amended as of May 11, 2022. Incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K filed with the Commission on May 11, 2022.

31.1*		Certification of the Principal Executive Officer under Exchange Act Rule 13a-14(a)/15d-14(a) (Section 302 of the Sarbanes-Oxley Act), dated August 6, 2026.

31.2*		Certification of the Principal Financial Officer under Exchange Act Rule 13a-14(a)/15d-14(a) (Section 302 of the Sarbanes-Oxley Act), dated August 6, 2026.

32.1**		Certification of the Principal Executive Officer pursuant to Section 1350 of Chapter 63 of title 18 of the United States Code (Section 906 of the Sarbanes-Oxley Act), dated August 6, 2026.

32.2**		Certification of the Principal Financial Officer pursuant to Section 1350 of Chapter 63 of title 18 of the United States Code (Section 906 of the Sarbanes-Oxley Act), dated August 6, 2026.

101*		The following materials from the Company’s Form 10-Q for the quarter ended June 30, 2026, formatted in inline eXtensible Business Reporting Language (iXBRL): (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements (Unaudited). Filed herewith.

104*		Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101).

* Filed herewith
** This exhibit is being furnished rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	AXCELIS TECHNOLOGIES, INC.
DATED: August 6, 2026	By:	/s/ DAVID RYZHIK

		David Ryzhik
		Senior Vice President and Interim Chief Financial Officer
		Duly Authorized Officer and Principal Financial Officer

Source: View Original Filing on SEC EDGAR