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Axcelis (ACLS) EVP gets new RSU awards as tax withholding cuts share delivery

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

AXCELIS TECHNOLOGIES INC EVP Gerald M. Blumenstock reported compensation-related stock activity, not open-market trading. On May 15, 2026, he received two grants of 2,725 shares each of common stock as restricted stock units under the company’s 2012 Equity Incentive Plan.

One RSU grant vests in three equal annual installments in 2027, 2028, and 2029, subject to continued employment. The other is a performance-based RSU award tied to relative total shareholder return from January 1, 2026 to December 31, 2028, with 0–200% of the granted units potentially earned and vesting in 2029.

Also on May 15, 2026, a total of 1,089 shares of common stock (345 shares and 744 shares) were forfeited to cover tax withholding obligations upon the vesting of earlier RSU awards granted in 2024 and 2025. These dispositions were for tax payments at a price of $155.18 per share, the closing price on the tax-withholding date, and do not represent open-market sales.

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Insider Blumenstock Gerald M
Role EVP, Research, Dev. & Eng.
Type Security Shares Price Value
Grant/Award Common Stock 2,725 $0.00 --
Grant/Award Common Stock 2,725 $0.00 --
Tax Withholding Common Stock 744 $155.18 $115K
Tax Withholding Common Stock 345 $155.18 $54K
Holdings After Transaction: Common Stock — 20,018 shares (Direct, null)
Footnotes (1)
  1. These shares are issuable on vesting of restricted stock units granted under the Company's 2012 Equity Incentive Plan on May 15, 2026. Assuming continuation of employment, these restricted stock units will vest as to one-third of the shares granted on each of May 15, 2027, May 15, 2028, and May 15, 2029. Of the shares held following this grant on May 15, 2026, 20,018 were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture. These shares are issuable on vesting of restricted stock units granted under the Company's 2012 Equity Incentive Plan on May 15, 2026. In this grant, the executive may earn shares of common stock, ranging from zero to 200% of the granted units. The shares are earned based on the achievement of performance goals based on relative total shareholder return over a performance period of January 1, 2026 to December 31, 2028. Assuming continuation of employment, 100% of the earned shares will vest on measurement of performance in 2029. Unearned restricted stock units will forfeit at such time. Of the shares held after this grant on May 15, 2026, 22,743 shares were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture. This forfeiture of shares for tax withholding purposes relates to the vesting on May 15, 2026 of service vesting restricted stock units granted to the executive in May 2025. The shares issued to the executive on the vesting were reduced by a number of shares having a value equal to the executive's tax withholding obligation with respect to the vested restricted stock units. Represents the closing price of the common stock on the date of the tax withholding. Of the shares held after this vesting event on May 15, 2026, 21,206 shares were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture. This forfeiture of shares for tax withholding purposes relates to the vesting on May 15, 2026 of service vesting restricted stock units granted to the executive in May 2024. The shares issued to the executive on the vesting were reduced by a number of shares having a value equal to the executive's tax withholding obligation with respect to the vested restricted stock units. Of the shares held after this vesting event on May 15, 2026, 20,493 shares were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.
Time-based RSU grant 2,725 shares Service-vesting restricted stock units granted May 15, 2026
Performance RSU grant 2,725 units Performance-based restricted stock units granted May 15, 2026
Tax withholding shares 1,089 shares Shares forfeited for tax withholding on May 15, 2026
First tax-withheld block 345 shares Forfeiture related to May 2025 RSU grant vesting
Second tax-withheld block 744 shares Forfeiture related to May 2024 RSU grant vesting
Withholding share price $155.18 per share Closing price used for tax withholding valuation
Performance payout range 0–200% of units Possible shares earned from performance RSU grant
Performance measurement period Jan 1, 2026–Dec 31, 2028 Relative total shareholder return measurement window
restricted stock units financial
"These shares are issuable on vesting of restricted stock units granted under the Company's 2012 Equity Incentive Plan"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
2012 Equity Incentive Plan financial
"granted under the Company's 2012 Equity Incentive Plan on May 15, 2026"
relative total shareholder return financial
"performance goals based on relative total shareholder return over a performance period"
Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.
tax withholding financial
"forfeiture of shares for tax withholding purposes relates to the vesting on May 15, 2026"
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
subject to forfeiture financial
"shares were issuable on vesting of restricted stock units ... and are subject to forfeiture"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Blumenstock Gerald M
(Last)(First)(Middle)
C/O AXCELIS TECHNOLOGIES, INC.
108 CHERRY HILL DRIVE
(Street)
BEVERLY MASSACHUSETTS 01915
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
AXCELIS TECHNOLOGIES INC [ ACLS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Research, Dev. & Eng.
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/15/2026A2,725A$0(1)20,018(2)D
Common Stock05/15/2026A2,725A$0(3)22,743(4)D
Common Stock05/15/2026F744D(5)$155.18(6)21,999(7)D
Common Stock05/15/2026F345D(8)$155.18(6)21,654(9)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. These shares are issuable on vesting of restricted stock units granted under the Company's 2012 Equity Incentive Plan on May 15, 2026. Assuming continuation of employment, these restricted stock units will vest as to one-third of the shares granted on each of May 15, 2027, May 15, 2028, and May 15, 2029.
2. Of the shares held following this grant on May 15, 2026, 20,018 were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.
3. These shares are issuable on vesting of restricted stock units granted under the Company's 2012 Equity Incentive Plan on May 15, 2026. In this grant, the executive may earn shares of common stock, ranging from zero to 200% of the granted units. The shares are earned based on the achievement of performance goals based on relative total shareholder return over a performance period of January 1, 2026 to December 31, 2028. Assuming continuation of employment, 100% of the earned shares will vest on measurement of performance in 2029. Unearned restricted stock units will forfeit at such time.
4. Of the shares held after this grant on May 15, 2026, 22,743 shares were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.
5. This forfeiture of shares for tax withholding purposes relates to the vesting on May 15, 2026 of service vesting restricted stock units granted to the executive in May 2025. The shares issued to the executive on the vesting were reduced by a number of shares having a value equal to the executive's tax withholding obligation with respect to the vested restricted stock units.
6. Represents the closing price of the common stock on the date of the tax withholding.
7. Of the shares held after this vesting event on May 15, 2026, 21,206 shares were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.
8. This forfeiture of shares for tax withholding purposes relates to the vesting on May 15, 2026 of service vesting restricted stock units granted to the executive in May 2024. The shares issued to the executive on the vesting were reduced by a number of shares having a value equal to the executive's tax withholding obligation with respect to the vested restricted stock units.
9. Of the shares held after this vesting event on May 15, 2026, 20,493 shares were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.
/s/ Eileen J. Evans, Attorney-in-Fact05/19/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did ACLS EVP Gerald Blumenstock report on May 15, 2026?

He reported RSU grants and tax-related share forfeitures. Two awards of 2,725 restricted stock units each were granted, while 345 and 744 shares were withheld to cover tax obligations tied to earlier vesting RSUs.

Were the ACLS Form 4 transactions open-market buys or sells of common stock?

No, the transactions were compensation and tax events. Shares were granted as restricted stock units at no cost, and 1,089 shares were withheld to pay taxes, using the stock’s closing price, rather than sold on the open market.

How many Axcelis Technologies (ACLS) shares were granted to the EVP as RSUs?

He received two separate grants of 2,725 restricted stock units each. One grant vests in three annual installments, while the other is performance-based, with the final number of shares earned determined by relative total shareholder return.

What performance period governs the ACLS performance-based RSU grant?

The performance RSUs are tied to relative total shareholder return from January 1, 2026 to December 31, 2028. After this period, performance is measured in 2029 to determine how many shares, from zero to 200% of units, are actually earned.

Why were 1,089 ACLS shares forfeited for EVP Gerald Blumenstock on May 15, 2026?

Those 1,089 shares, split into 345 and 744 shares, were withheld to satisfy tax obligations from RSU vesting. The company reduced the shares delivered on vesting by that amount, valuing them at the closing price of $155.18 per share.

How do the time-based RSUs for ACLS EVP Gerald Blumenstock vest?

One RSU grant vests in three equal installments. Assuming continued employment, one-third of the shares vest on each of May 15, 2027, May 15, 2028, and May 15, 2029, with unvested units subject to forfeiture if conditions are not met.