Axcelis (ACLS) CFO Coogan forfeits 1,800 shares for PRSU tax withholding

Rhea-AI Filing Summary

Axcelis Technologies EVP and CFO James Gordon Coogan reported a tax-related share disposition. On March 2, 2026, 1,800 shares of common stock were forfeited at $86.58 per share to cover tax withholding from the February 28, 2026 vesting of 2024 performance-based RSUs. After this transaction, he directly held 37,144 shares, including 31,096 shares issuable upon vesting of restricted stock units that remain subject to forfeiture.

SEC Form 4

FORM 4

UNITED 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

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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^*

COOGAN JAMES GORDON

(Last) (First) (Middle)

C/O AXCELIS TECHNOLOGIES, INC.

108 CHERRY HILL DRIVE

(Street)

BEVERLY MA 01915

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AXCELIS TECHNOLOGIES INC [ ACLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP AND CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/02/2026		F		1,800	D(1)	$86.58(2)	37,144(3)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This forfeiture of shares for tax withholding purposes relates to the vesting on February 28, 2026 of performance-based restricted stock units ("2024 PRSUs") granted to the executive in May 2024. Of the 2024 PRSUs granted, 150% were determined to be earned by the executive pursuant to a resolution of the Axcelis Technologies, Inc. Compensation Committee on February 13, 2025, with half of the earned shares vesting on February 28, 2025 and the remaining half of the earned shares vesting on February 28, 2026. 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 2024 PRSUs.

2. Represents the closing price of the Company's common stock on March 2, 2026, the date of the tax withholding.

3. Of the shares held after the vesting of the remaining 2024 PRSUs, 31,096 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-Fact	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Axcelis (ACLS) report for James Gordon Coogan?

Axcelis reported that EVP and CFO James Gordon Coogan forfeited 1,800 shares of common stock for tax withholding. The disposition was tied to the vesting of 2024 performance-based restricted stock units on February 28, 2026, rather than an open-market sale.

Why were 1,800 Axcelis (ACLS) shares disposed of in this Form 4?

The 1,800 shares were forfeited to satisfy Coogan’s tax withholding obligation from vesting 2024 performance-based RSUs. The company reduced the shares issued on vesting by this amount, using their value to cover the related tax liability.

What price was used for the Axcelis (ACLS) tax-withholding shares?

The forfeited shares were valued at $86.58 per share, representing the closing price of Axcelis common stock on March 2, 2026. This price was applied to determine how many shares were needed to cover the tax withholding obligation.

How many Axcelis (ACLS) shares does James Gordon Coogan hold after this transaction?

After the tax-withholding disposition, Coogan directly held 37,144 Axcelis shares. Of these, 31,096 shares are issuable upon vesting of restricted stock units granted under the 2012 Equity Incentive Plan and remain subject to potential forfeiture.

What are the 2024 performance-based RSUs referenced in the Axcelis (ACLS) Form 4?

The 2024 performance-based RSUs were granted in May 2024 and tied to performance goals. The compensation committee determined 150% of the target was earned, with half vesting on February 28, 2025 and the remaining half vesting on February 28, 2026.

Is the Axcelis (ACLS) Form 4 transaction an open-market sale by the CFO?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. Shares issued on vesting of 2024 performance-based RSUs were reduced by 1,800 shares whose value covered Coogan’s tax withholding obligation on the vested awards.