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Axcelis Technologies filed an 8-K supplementing its Definitive Proxy Statement for the proposed merger with Veeco and announced it will hold a special meeting of stockholders on February 6, 2026 at 11:00 a.m. ET.
The filing discloses three stockholder lawsuits and fifteen demand letters challenging proxy disclosures, including a motion for a preliminary injunction filed on January 25, 2026. Axcelis says it denies the allegations but will voluntarily supplement the Definitive Proxy Statement to avoid delay or disruption to the Merger.
The supplement adds background, financial advisor analyses and assumptions, selected valuation ranges (Veeco implied equity per share of $30.14 to $36.54; Axcelis implied equity per share of $91.91 to $109.93; combined implied Veeco per-share range of $32.91 to $40.07), and advisor fee disclosures (UBS estimated fee ~$28.5 million).
Axcelis Technologies EVP Global Operations Robert John Mahoney reported a new equity award. On January 15, 2026, he acquired 1,734 shares of common stock at a price of $0, reflecting restricted stock units granted under the company’s 2012 Equity Incentive Plan. These units are scheduled to vest in four equal 25% installments on January 15 of 2027, 2028, 2029, and 2030, assuming his employment continues.
Following this grant, Mahoney beneficially owned 15,206 shares of Axcelis common stock. Of this amount, 11,611 shares were issuable upon vesting of previously granted restricted stock units and remain subject to forfeiture under the plan’s terms.
Axcelis Technologies director reports sale of company stock
A director of Axcelis Technologies, Inc. reported selling 2,000 shares of common stock on December 17, 2025 at a price of $86.05 per share. After this transaction, the director beneficially owned 7,477 shares of Axcelis common stock. Of these remaining shares, 3,586 shares are issuable upon the vesting of restricted stock units granted under the company’s 2012 Equity Incentive Plan and are subject to forfeiture if vesting conditions are not met.
Axcelis Technologies Inc. executive reports tax-related share withholding. An executive officer of Axcelis Technologies Inc. reported a Form 4 transaction dated December 16, 2025. In connection with the vesting of 2,850 service-vesting restricted stock units granted in December 2024, 1,378 shares of common stock were withheld to cover tax obligations. The withholding price was based on the $86.32 closing price of Axcelis common stock on the withholding date. After this event, the reporting person beneficially owned 24,406 shares of common stock, including 22,934 shares issuable upon vesting of restricted stock units under the company’s 2012 Equity Incentive Plan that remain subject to forfeiture.
Axcelis Technologies (ACLS) filed its Q3 2025 10‑Q. Revenue was $213.6 million, down from $256.6 million a year ago, as system sales softened while Aftermarket grew. Net income was $26.0 million, or $0.83 diluted EPS, compared with $48.6 million, or $1.49, last year.
For the first nine months, revenue was $600.7 million versus $765.4 million, with product revenue lower as customers moderated mature‑node investments; Aftermarket continued to rise. Asia Pacific led Q3 revenue at $161.4 million, followed by North America at $29.2 million and Europe at $23.1 million. Gross margin stayed in the low‑40% range, while the effective tax rate rose to 13.8%, reflecting the One Big Beautiful Bill Act.
Cash and cash equivalents were $187.5 million, short‑term investments $262.1 million, and long‑term investments $143.2 million. The company repurchased 1.5 million shares year‑to‑date at an average $62.33; $135 million remains authorized. Axcelis also announced an all‑stock merger agreement with Veeco: each Veeco share will convert into 0.3575 Axcelis shares, subject to approvals, with closing currently expected in the second half of 2026.
Axcelis Technologies (ACLS) furnished an update on its recent performance. The company filed a Form 8‑K to report that it issued a press release covering financial results for the quarter ended September 30, 2025.
The press release is included as Exhibit 99.1 and is incorporated by reference. This filing was made under Item 2.02 (Results of Operations and Financial Condition), a standard mechanism companies use to share quarterly results.
Axcelis Technologies (ACLS) reported an insider transaction by its EVP and CFO related to restricted stock units. On October 16, 2025, the officer had 713 shares withheld to cover taxes upon RSU vesting at a price of $83.62.
After this transaction, the officer directly beneficially owned 38,944 shares. Of these, 34,657 shares were issuable upon future vesting of RSUs under the 2012 Equity Incentive Plan and remain subject to forfeiture.
Axcelis Technologies announced it has entered into a definitive merger agreement with Veeco Instruments, Inc. The transaction will be effected through a wholly owned Axcelis subsidiary that will merge with Veeco. The filing includes supplemental investor materials and communications intended to explain the transaction and communicate with stakeholders, with exhibits that include an investor presentation, infographic, corporate LinkedIn post, an employee letter, a conference call transcript and a dedicated microsite. The submission also includes an interactive cover page data file. The document is presented by Axcelis' General Counsel and executive leadership based in Beverly, Massachusetts.
Axcelis Technologies, Inc. and Veeco Instruments Inc. have entered into a merger agreement announced October 1, 2025, under which Veeco shareholders will receive a specified Merger Consideration at the closing. Vested Veeco RSUs will be canceled for payment of the Merger Consideration and accrued dividend equivalents, while unvested Veeco RSUs will be converted into restricted stock units of Axcelis (Axcelis RSUs) based on the Exchange Ratio, rounded down to whole shares. Veeco director RSAs that are unvested will vest, be canceled, and receive the Merger Consideration immediately prior to the Effective Time. Closing is conditioned on customary approvals and items including listing of Axcelis stock on the Nasdaq Global Select Market, expiration or termination of the HSR waiting period, approval by the State Administration for Market Regulation (China), other government approvals, an effective Form S-4, accuracy of specified representations and covenants, and absence of a material adverse effect for each party. The merger is expected to close in 2026, subject to satisfaction or waiver of these conditions.