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Axcelis (NASDAQ: ACLS) EVP granted RSUs as 776 shares withheld for tax

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

Rhea-AI Filing Summary

Axcelis Technologies EVP Global Operations Robert John Mahoney reported routine equity compensation activity and related tax withholding on May 15, 2026. He received two grants of 1,947 shares of common stock each as restricted stock units under the company’s 2012 Equity Incentive Plan.

The service-vesting RSUs are scheduled to vest in three equal annual installments starting May 15, 2027, while performance-based RSUs may earn from zero to 200% of granted units based on relative total shareholder return for January 1, 2026 to December 31, 2028, vesting after performance is measured in 2029. To cover tax obligations from vesting of prior RSU grants made in 2023, 2024, and 2025, a total of 776 shares were forfeited at a reference price of $155.18 per share, which represents tax-withholding dispositions rather than open-market sales. Mahoney continues to hold common stock, including shares issuable upon future RSU vesting that remain subject to forfeiture.

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Insider Mahoney Robert John
Role EVP Global Operations
Type Security Shares Price Value
Grant/Award Common Stock 1,947 $0.00 --
Grant/Award Common Stock 1,947 $0.00 --
Tax Withholding Common Stock 372 $155.18 $58K
Tax Withholding Common Stock 173 $155.18 $27K
Tax Withholding Common Stock 170 $155.18 $26K
Tax Withholding Common Stock 61 $155.18 $9K
Holdings After Transaction: Common Stock — 14,706 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, 12,874 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, 14,821 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, 14,052 were issuable on vesting of restricted stock units granted to the reporting person 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, 13,696 were issuable on vesting of restricted stock units granted to the reporting person 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 2023. 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, 13,346 were issuable on vesting of restricted stock units granted to the reporting person under the 2012 Equity Incentive Plan and are subject to forfeiture. Of the shares held after this vesting event on May 15, 2026, 13,221 were issuable on vesting of restricted stock units granted to the reporting person under the 2012 Equity Incentive Plan and are subject to forfeiture.
Service-vesting RSU grant 1,947 shares Restricted stock units granted on May 15, 2026 under 2012 Equity Incentive Plan
Performance-based RSU grant 1,947 shares RSUs granted May 15, 2026, earnable from 0–200% based on relative TSR
Tax-withholding forfeitures 776 shares Total shares forfeited for tax withholding tied to RSU vesting on May 15, 2026
Reference share price $155.18 per share Closing price used for tax-withholding calculations on May 15, 2026
RSUs subject to forfeiture (example) 12,874 shares Issuable on vesting of RSUs held after May 15, 2026 grant, under 2012 plan
RSUs subject to forfeiture (later balance) 14,821 shares Issuable on vesting of RSUs held after subsequent May 15, 2026 grant event
restricted stock units financial
"These shares are issuable on vesting of restricted stock units granted under the Company's 2012 Equity Incentive Plan on May 15, 2026."
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.
tax withholding financial
"This forfeiture of shares for tax withholding purposes relates to the vesting on May 15, 2026 of service vesting restricted stock units..."
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.
2012 Equity Incentive Plan financial
"These shares are issuable on vesting of restricted stock units granted under the Company's 2012 Equity Incentive Plan on May 15, 2026."
relative total shareholder return financial
"The shares are earned based on the achievement of 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.
forfeiture financial
"Unearned restricted stock units will forfeit at such time."
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*
Mahoney Robert John
(Last)(First)(Middle)
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 Global Operations
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 Stock05/15/2026A1,947A$0(1)14,706(2)D
Common Stock05/15/2026A1,947A$0(3)16,653(4)D
Common Stock05/15/2026F372D(5)$155.18(6)16,281(7)D
Common Stock05/15/2026F173D(8)$155.18(6)16,108(9)D
Common Stock05/15/2026F170D(10)$155.18(6)15,938(11)D
Common Stock05/15/2026F61D(10)$155.18(6)15,877(12)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, 12,874 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, 14,821 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, 14,052 were issuable on vesting of restricted stock units granted to the reporting person 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, 13,696 were issuable on vesting of restricted stock units granted to the reporting person under the 2012 Equity Incentive Plan and are subject to forfeiture.
10. 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 2023. 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.
11. Of the shares held after this vesting event on May 15, 2026, 13,346 were issuable on vesting of restricted stock units granted to the reporting person under the 2012 Equity Incentive Plan and are subject to forfeiture.
12. Of the shares held after this vesting event on May 15, 2026, 13,221 were issuable on vesting of restricted stock units granted to the reporting person 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 Axcelis (ACLS) EVP Robert Mahoney report?

Robert Mahoney reported equity compensation and related tax-withholding activity. He received two grants of 1,947 restricted stock units each and had 776 shares withheld to satisfy tax obligations from prior RSU vesting, all on May 15, 2026.

How many restricted stock units did ACLS grant to Robert Mahoney on May 15, 2026?

Mahoney received 1,947 service-vesting restricted stock units and 1,947 performance-based restricted stock units. Both grants were made under Axcelis Technologies’ 2012 Equity Incentive Plan as part of his executive compensation on May 15, 2026.

Were Robert Mahoney’s Axcelis (ACLS) transactions open-market stock sales?

No, the dispositions were not open-market sales. The filing shows 776 shares were forfeited as tax-withholding dispositions tied to RSU vesting, where shares are withheld to cover income tax obligations rather than sold on the open market.

What are the vesting terms for Robert Mahoney’s new Axcelis RSU awards?

The service-vesting RSUs vest in three equal installments on May 15, 2027, 2028, and 2029, assuming continued employment. The performance-based RSUs can earn zero to 200% of units based on relative total shareholder return measured through December 31, 2028, vesting after 2029 performance measurement.

How many Axcelis (ACLS) shares were withheld from Robert Mahoney for taxes?

A total of 776 shares of Axcelis common stock were forfeited for tax withholding. These withholdings relate to the May 15, 2026 vesting of service-vesting RSUs granted in May 2023, May 2024, and May 2025 under the 2012 Equity Incentive Plan.

What portion of Robert Mahoney’s Axcelis holdings is subject to forfeiture?

Footnotes state that, after the grants and vesting events on May 15, 2026, thousands of his reported shares are issuable upon future RSU vesting and remain subject to forfeiture if conditions like continued employment or performance goals are not met.