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Axcelis CEO reports RSU grants and tax share forfeits

Axcelis Technologies President and CEO Russell Low reported equity compensation and related tax events in company stock.

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Axcelis Technologies President and CEO Russell Low reported equity compensation and related tax events in company stock. On May 15, 2026 he received two grants of 19,466 restricted stock units each under the 2012 Equity Incentive Plan, including a performance-based award tied to relative total shareholder return through December 31, 2028. The filing also shows 6,891 shares of common stock were withheld at $155.18 per share to satisfy tax obligations on previously granted restricted stock units that vested on the same date.

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Insider Low Russell
Role PRESIDENT AND CEO
Type Security Shares Price Value
Grant/Award Common Stock 19,466 $0.00 $0.00
Grant/Award Common Stock 19,466 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 3,716 $155.18 $577K
Exercise Price or Tax Liability Common Stock 1,722 $155.18 $267K
Exercise Price or Tax Liability Common Stock 1,453 $155.18 $225K
Holdings After Transaction: Common Stock — 155,611 shares (Direct)
Footnotes (11)
  1. F1. 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. F2. Of the shares held following this grant on May 15, 2026, 102,946 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. F3. 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. F4. Of the shares held after this grant on May 15, 2026, 122,412 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. F5. 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. F6. Represents the closing price of the common stock on the date of the tax withholding.
  7. F7. Of the shares held after this vesting event on May 15, 2026, 114,727 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. F8. 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. F9. Of the shares held after this vesting event on May 15, 2026, 111,166 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. F10. 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. F11. Of the shares held after this vesting event on May 15, 2026, 108,161 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 19,466 shares Restricted stock units granted May 15, 2026 under 2012 Equity Incentive Plan
Performance-based RSU grant 19,466 units Earnable from 0–200% based on relative TSR Jan 1, 2026–Dec 31, 2028
Tax-withheld shares 6,891 shares Total common shares forfeited for tax withholding across three F-code transactions
Tax withholding share price $155.18 per share Closing price used to value tax-withheld shares on May 15, 2026
Unvested RSU exposure 122,412 shares Shares issuable on vesting of RSUs after May 15, 2026 grant, subject to forfeiture
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."
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 of January 1, 2026 to December 31, 2028."
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
"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."
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 after this grant on May 15, 2026, 122,412 shares were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did Axcelis (ACLS) CEO Russell Low report on May 15, 2026?
Russell Low reported two equity awards of 19,466 restricted stock units each under Axcelis’ 2012 Equity Incentive Plan. One is a time-vesting grant, and one is performance-based, with shares earned based on relative total shareholder return measured through 2028, then vesting in 2029.

How are Russell Low’s new Axcelis (ACLS) restricted stock units scheduled to vest?
One RSU grant vests in three equal installments on May 15, 2027, 2028, and 2029, assuming continued employment. The performance-based RSUs are earned on relative total shareholder return from January 1, 2026 to December 31, 2028, with earned shares vesting after performance is measured in 2029.

What is the performance condition on Russell Low’s Axcelis (ACLS) RSU award?
The performance RSU grant can result in earning from zero to 200% of the granted units. Payout depends on Axcelis’ relative total shareholder return over January 1, 2026 to December 31, 2028, with 100% of earned shares vesting after performance is measured in 2029.

Why were some Axcelis (ACLS) shares disposed of in Russell Low’s Form 4?
Three transactions with code F reflect shares withheld to cover tax obligations on vested restricted stock units. A total of 6,891 shares of common stock were forfeited at $155.18 per share so that the value matched Low’s tax withholding liabilities on earlier RSU grants.

What price was used for Russell Low’s Axcelis (ACLS) tax-withholding share forfeitures?
The tax-withholding forfeitures used $155.18 per share, which the filing describes as the closing price of Axcelis common stock on the date of tax withholding. This price was applied when determining how many shares to withhold to satisfy the related tax obligations.

How many Axcelis (ACLS) shares in Russell Low’s holdings are tied to unvested RSUs?
Footnotes indicate substantial unvested RSU exposure within his holdings. After the May 15, 2026 grants, 122,412 shares were issuable upon vesting of restricted stock units, and those shares remain subject to forfeiture based on future service and performance conditions under the 2012 Equity Incentive Plan.

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

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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*
Low Russell
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
PRESIDENT AND CEO
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 Stock05/15/2026A19,466A$0(1)143,036(2)D
Common Stock05/15/2026A19,466A$0(3)162,502(4)D
Common Stock05/15/2026F3,716D(5)$155.18(6)158,786(7)D
Common Stock05/15/2026F1,722D(8)$155.18(6)157,064(9)D
Common Stock05/15/2026F1,453D(10)$155.18(6)155,611(11)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, 102,946 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. 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, 122,412 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, 114,727 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, 111,166 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, 108,161 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

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