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Axcelis (ACLS) VP Sutton granted 1,168 RSUs and forfeits shares for tax

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Form Type
4

Rhea-AI Filing Summary

Axcelis Technologies VP Corporate Controller Todd Sutton reported routine equity compensation and related tax withholding transactions in common stock. On May 15, 2026, he received a grant of 1,168 restricted stock units under the 2012 Equity Incentive Plan, which will vest in three equal annual installments starting in 2027. On the same date, a total of 441 shares of common stock were forfeited at $155.18 per share to satisfy tax withholding obligations tied to previously granted restricted stock units. Following these events, Sutton directly held 8,985 shares of Axcelis common stock.

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Insider Sutton Todd
Role VP Corporate Controller
Type Security Shares Price Value
Grant/Award Common Stock 1,168 $0.00 --
Tax Withholding Common Stock 226 $155.18 $35K
Tax Withholding Common Stock 112 $155.18 $17K
Tax Withholding Common Stock 103 $155.18 $16K
Holdings After Transaction: Common Stock — 8,985 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, 6,706 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 reporting person in May 2025. The shares issued to the reporting person on the vesting were reduced by a number of shares having a value equal to the reporting person'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, 5,937 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 reporting person in May 2024. The shares issued to the reporting person on the vesting were reduced by a number of shares having a value equal to the reporting person's tax withholding obligation with respect to the vested restricted stock units. Of the shares held after this vesting event on May 15, 2026, 5,557 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 reporting person in May 2023. The shares issued to the reporting person on the vesting were reduced by a number of shares having a value equal to the reporting person's tax withholding obligation with respect to the vested restricted stock units. Of the shares held after this vesting event on May 15, 2026, 5,207 were issuable on vesting of restricted stock units granted to the reporting person under the 2012 Equity Incentive Plan and are subject to forfeiture.
RSU grant size 1,168 shares Restricted stock units granted May 15, 2026
Tax-withholding shares 441 shares Total shares forfeited for tax withholding on May 15, 2026
Withholding price $155.18 per share Closing price used for tax-withholding forfeitures
Shares after transactions 8,985 shares Total common shares directly held after May 15, 2026 events
Tax-withholding transactions 3 transactions Code F dispositions related to RSU vesting tax obligations
Net buy/sell shares 0 shares transactionSummary netBuySellShares reported as neutral
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.
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."
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 granted to the reporting person in May 2025."
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
"Of the shares held following this grant on May 15, 2026, 6,706 were issuable on vesting of restricted stock units ... and are subject to forfeiture."
service vesting restricted stock units financial
"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 reporting person in May 2025."
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*
Sutton Todd
(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)
VP Corporate Controller
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 Stock05/15/2026A1,168A$0(1)8,985(2)D
Common Stock05/15/2026F226D(3)$155.18(4)8,759(5)D
Common Stock05/15/2026F112D(6)$155.18(4)8,647(7)D
Common Stock05/15/2026F103D(8)$155.18(4)8,544(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, 6,706 were issuable on vesting of restricted stock units granted to the reporting person under the 2012 Equity Incentive Plan and are subject to forfeiture.
3. 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 reporting person in May 2025. The shares issued to the reporting person on the vesting were reduced by a number of shares having a value equal to the reporting person's tax withholding obligation with respect to the vested restricted stock units.
4. Represents the closing price of the common stock on the date of the tax withholding.
5. Of the shares held after this vesting event on May 15, 2026, 5,937 were issuable on vesting of restricted stock units granted to the reporting person under the 2012 Equity Incentive Plan and are subject to forfeiture.
6. 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 reporting person in May 2024. The shares issued to the reporting person on the vesting were reduced by a number of shares having a value equal to the reporting person's tax withholding obligation with respect to the vested restricted stock units.
7. Of the shares held after this vesting event on May 15, 2026, 5,557 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 reporting person in May 2023. The shares issued to the reporting person on the vesting were reduced by a number of shares having a value equal to the reporting person'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, 5,207 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) VP Todd Sutton report on May 15, 2026?

Todd Sutton reported a grant of 1,168 restricted stock units and three tax-withholding dispositions totaling 441 shares. These events are tied to Axcelis’ 2012 Equity Incentive Plan and reflect routine compensation and tax settlement activity, not open-market buying or selling.

How many Axcelis (ACLS) shares did Todd Sutton receive in the latest equity award?

Todd Sutton received 1,168 shares of Axcelis common stock in the form of restricted stock units. The award was granted under the company’s 2012 Equity Incentive Plan and is scheduled to vest in three equal installments over three years, starting in May 2027.

How are Todd Sutton’s new Axcelis (ACLS) restricted stock units scheduled to vest?

The 1,168 restricted stock units will vest one-third each on May 15, 2027, May 15, 2028, and May 15, 2029, assuming continued employment. This structure ties Sutton’s equity compensation to multi-year service with Axcelis Technologies.

Were Todd Sutton’s Axcelis (ACLS) Form 4 transactions open-market sales?

No, the dispositions were not open-market sales. All three were coded “F” tax-withholding transactions, where 441 shares were forfeited at $155.18 per share to cover tax liabilities on vesting restricted stock units from prior grants.

How many Axcelis (ACLS) shares does Todd Sutton hold after these Form 4 transactions?

After the May 15, 2026 transactions, Todd Sutton directly held 8,985 shares of Axcelis common stock. This figure includes shares received from equity awards, with part of his holding still subject to future vesting and potential forfeiture under plan terms.

What price was used for Todd Sutton’s Axcelis (ACLS) tax-withholding share forfeitures?

The tax-withholding forfeitures used $155.18 per share, which represents the closing price of Axcelis common stock on the tax-withholding date. This price determined the number of shares needed to satisfy Sutton’s tax obligations on vested restricted stock units.