Advanced Energy (NASDAQ: AEIS) lifts Q2 sales 30% and issues $1.15B 2031 notes
Rhea-AI Filing Summary
Advanced Energy Industries reported Q2 2026 revenue of $574.1 million, up from $441.5 million a year earlier, with broad growth in Semiconductor Equipment and Data Center Computing. Gross margin improved to 41.1% from 37.0%, lifting operating income to $95.1 million and net income to $54.1 million, or diluted EPS of $1.28. Non-GAAP operating margin was 21.9%, and non-GAAP net income was $112.2 million.
For the first half of 2026, revenue reached $1,085.1 million and net income $120.9 million. Operating cash flow was $79.0 million, while capital expenditures of $86.1 million supported growth initiatives. Cash, cash equivalents and restricted cash increased to $1,398.5 million at June 30, 2026.
The company issued $1.15 billion of 0% Convertible Notes due 2031 and used part of the proceeds to exchange $438.3 million of its 2.5% 2028 Notes, paying $442.4 million in cash and issuing about 2.0 million shares, which generated a $31.8 million loss on induced conversion. Remaining 2028 Notes of $136.7 million are subject to redemption in September 2026. Net long-term debt was $1,128.6 million, offset by substantial cash and an undrawn $600.0 million revolver, while restructuring programs continued with a $10.8 million liability outstanding.
Positive
- Q2 2026 revenue increased to $574.1 million from $441.5 million, with gross margin expanding to 41.1% and operating income rising to $95.1 million, boosting diluted EPS to $1.28.
- Strong demand in Semiconductor Equipment and Data Center Computing contributed to a non-GAAP operating margin of 21.9% and non-GAAP net income of $112.2 million in Q2 2026, both significantly higher than a year earlier.
- Cash, cash equivalents and restricted cash grew to $1,398.5 million at June 30, 2026, supported by operating cash flow of $79.0 million in the first half and an undrawn $600.0 million revolving facility.
Negative
- Issuing $1.15 billion of 0% Convertible Notes due 2031 and carrying remaining 2028 Notes increased net long-term debt to $1,128.6 million, adding meaningful financial leverage.
- The induced conversion of $438.3 million of 2028 Notes resulted in a $31.8 million loss and cash payments of approximately $442.4 million, weighing on reported earnings and financing cash flows.
Filing Explained
The completed exchange diluted existing holders, while up to 3.39 million additional shares remain issuable if the 2031 Notes convert.
Advanced Energy’s Form 10-Q is an unaudited quarterly report and confirms that the May 18 financing and 2028-note exchange are completed, while
The 2031 Notes permit a maximum of 3,390,430 shares upon conversion, but the filing does not report those shares as already issued. A capped call is intended to reduce potential dilution on conversion, subject to a
Holders of the remaining 2028 Notes must surrender them for conversion by
The filing reports 40,050,442 common shares outstanding as of
Key Figures
Key Terms
induced conversion of debt financial
Capped Call financial
Note Hedges financial
rabbi trust financial
Pillar II minimum global effective tax rate regime regulatory
One Big Beautiful Bill (OBBB) Act regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Advanced Energy Industries (AEIS) perform financially in Q2 2026?
Which markets drove AEIS revenue growth in the first half of 2026?
What is AEIS's cash and debt position as of June 30, 2026?
What did AEIS do with its 2028 and 2031 convertible notes in 2026?
How did AEIS's margins and non-GAAP results change in Q2 2026?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended | |
or | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to | |
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ◻ | Non-accelerated filer ◻ | Smaller reporting company | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of July 29, 2026, there were
Table of Contents
ADVANCED ENERGY INDUSTRIES, INC.
FORM 10-Q
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION | ||
ITEM 1. | UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS | 3 |
Consolidated Balance Sheets | 3 | |
Consolidated Statements of Operations | 4 | |
Consolidated Statements of Comprehensive Income (Loss) | 5 | |
Consolidated Statements of Stockholders’ Equity | 6 | |
Consolidated Statements of Cash Flows | 7 | |
Notes to Consolidated Financial Statements | 8 | |
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 26 |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 40 |
ITEM 4. | CONTROLS AND PROCEDURES | 41 |
PART II OTHER INFORMATION | ||
ITEM 1. | LEGAL PROCEEDINGS | 41 |
ITEM 1A. | RISK FACTORS | 41 |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 42 |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 42 |
ITEM 4. | MINE SAFETY DISCLOSURES | 42 |
ITEM 5. | OTHER INFORMATION | 43 |
ITEM 6. | EXHIBITS | 44 |
SIGNATURES | 46 |
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PART I FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
ADVANCED ENERGY INDUSTRIES, INC.
Unaudited Consolidated Balance Sheets
(In millions, except per share amounts)
June 30, | December 31, | ||||||
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ASSETS |
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Current assets: |
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Cash and cash equivalents | $ | | $ | | |||
Accounts receivable, net |
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Inventories |
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Other current assets | | | |||||
Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets | | | |||||
Other assets |
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Intangible assets, net |
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Goodwill |
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TOTAL ASSETS | $ | | $ | | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable | $ | | $ | | |||
Accrued payroll and employee benefits |
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Other accrued expenses |
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Customer deposits and other |
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Current portion of long-term debt | | | |||||
Current portion of operating lease liabilities | | | |||||
Total current liabilities |
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Long-term debt, net | | — | |||||
Operating lease liabilities | | | |||||
Defined employee benefit pension plan | | | |||||
Other long-term liabilities | | | |||||
Total liabilities |
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Deferred compensation | | | |||||
Commitments and contingencies (Note 13) |
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Stockholders' equity: |
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Preferred stock, $ |
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Common stock, $ |
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Common stock associated with deferred compensation plan | ( | ( | |||||
Additional paid-in capital |
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Accumulated other comprehensive income |
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Retained earnings |
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Total stockholders' equity |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | | $ | | |||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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ADVANCED ENERGY INDUSTRIES, INC.
Unaudited Consolidated Statements of Operations
(In millions, except per share amounts)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | | 2026 | | 2025 | ||||||
Revenue, net | $ | | $ | | $ | | $ | | ||||
Cost of revenue |
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Gross profit |
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Operating expenses: |
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Research and development |
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Selling, general, and administrative |
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Amortization of intangible assets |
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Restructuring, asset impairments, and other charges |
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Total operating expenses |
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Operating income |
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Interest income | | | | | ||||||||
Interest expense | ( | ( | ( | ( | ||||||||
Loss on induced conversion of debt | ( | — | ( | — | ||||||||
Other expense, net |
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Income from continuing operations, before income tax |
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Income tax provision |
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Income from continuing operations |
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Loss from discontinued operations, net of income tax |
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Net income | $ | | $ | | $ | | $ | | ||||
Basic weighted-average common shares outstanding |
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Diluted weighted-average common shares outstanding |
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Earnings (loss) per share: |
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Continuing operations: |
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Basic earnings per share | $ | | $ | | $ | | $ | | ||||
Diluted earnings per share | $ | | $ | | $ | | $ | | ||||
Discontinued operations: |
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Basic loss per share | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Diluted loss per share | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Net income: |
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Basic earnings per share | $ | | $ | | $ | | $ | | ||||
Diluted earnings per share | $ | | $ | | $ | | $ | | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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ADVANCED ENERGY INDUSTRIES, INC.
Unaudited Consolidated Statements of Comprehensive Income (Loss)
(In millions)
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | ||||||
Net income | $ | | $ | | $ | | $ | | |||||
Other comprehensive income (loss), net of income tax |
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Foreign currency translation |
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Defined employee benefit plan |
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Comprehensive income | $ | | $ | | $ | | $ | | |||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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ADVANCED ENERGY INDUSTRIES, INC.
Unaudited Consolidated Statements of Stockholders' Equity
(In millions, except per share amounts)
Common Stock | ||||||||||||||||||||
Common Stock | Accumulated | |||||||||||||||||||
Associated with | Additional | Other | Total | |||||||||||||||||
Deferred | Paid-in | Comprehensive | Retained | Stockholders' | ||||||||||||||||
Shares | Amount | Compensation Plan | Capital | Income (Loss) | Earnings | Equity | ||||||||||||||
Balances, December 31, 2024 | | $ | — | $ | ( | $ | | $ | ( | $ | | $ | | |||||||
Stock issued from equity plans | | — | — | ( | — | — | ( | |||||||||||||
Stock-based compensation | — | — | — | | — | — | | |||||||||||||
Share repurchases | — | — | — | — | — | ( | ( | |||||||||||||
Dividends declared ($ | — | — | — | — | — | ( | ( | |||||||||||||
Other comprehensive income | — | — | — | — | | — | | |||||||||||||
Deferred compensation | — | — | — | — | | | ||||||||||||||
Common shares issued to deferred compensation plan | — | — | ( | | — | — | — | |||||||||||||
Net income | — | — | — | — | — | | | |||||||||||||
Balances, March 31, 2025 | | — | ( | | ( | | | |||||||||||||
Stock issued from equity plans | | — | — | | — | — | | |||||||||||||
Stock-based compensation | — | — | — | | — | — | | |||||||||||||
Share repurchases | ( | — | — | ( | — | ( | ( | |||||||||||||
Dividends declared ($ | — | — | — | — | — | ( | ( | |||||||||||||
Other comprehensive income | — | — | — | — | | — | | |||||||||||||
Deferred compensation | — | — | — | — | — | ( | ( | |||||||||||||
Net income | — | — | — | — | — | | | |||||||||||||
Balances, June 30, 2025 | | $ | — | $ | ( | $ | | $ | | $ | | $ | | |||||||
Balances, December 31, 2025 | | $ | — | $ | ( | $ | | $ | | $ | | $ | | |||||||
Stock issued from equity plans | | — | — | ( | — | — | ( | |||||||||||||
Stock-based compensation | — | — | — | | — | — | | |||||||||||||
Share repurchases | — | — | — | — | — | ( | ( | |||||||||||||
Dividends declared ($ | — | — | — | — | — | ( | ( | |||||||||||||
Other comprehensive loss | — | — | — | — | ( | — | ( | |||||||||||||
Deferred compensation | — | — | — | — | — | ( | ( | |||||||||||||
Common shares issued to deferred compensation plan, net | — | — | ( | | — | — | | |||||||||||||
Net income | — | — | — | — | — | | | |||||||||||||
Balances, March 31, 2026 | | — | ( | | | | | |||||||||||||
Stock issued from equity plans | — | — | — | | — | — | | |||||||||||||
Stock-based compensation | — | — | — | | — | — | | |||||||||||||
Dividends declared ($ | — | — | — | — | — | ( | ( | |||||||||||||
Other comprehensive loss | — | — | — | — | ( | — | ( | |||||||||||||
Deferred compensation | — | — | — | — | — | ( | ( | |||||||||||||
Common shares issued to deferred compensation plan, net | — | — | | | — | — | | |||||||||||||
Induced conversion of 2028 Notes (Note 6) | | — | — | | — | — | | |||||||||||||
Partial unwind of Note Hedges and Warrants – 2028 Notes | — | — | — | | — | — | | |||||||||||||
Premiums paid for Capped Call – 2031 Notes | — | — | — | ( | — | — | ( | |||||||||||||
Tax impact of 2031 Notes | — | — | — | | — | — | | |||||||||||||
Net income | | | | | | | | |||||||||||||
Balances, June 30, 2026 | | $ | — | $ | ( | $ | | $ | | $ | | $ | | |||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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ADVANCED ENERGY INDUSTRIES, INC.
Unaudited Consolidated Statements of Cash Flows
(In millions)
Six Months Ended June 30, | ||||||
| 2026 | | 2025 | |||
CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income | $ | | $ | | ||
Less: loss from discontinued operations, net of income tax |
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Income from continuing operations, net of income tax |
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Adjustments to reconcile net income to net cash from operating activities: |
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Depreciation and amortization |
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Stock-based compensation |
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Amortization of debt issuance costs and debt discount | | | ||||
Loss on induced conversion of debt | | — | ||||
Deferred income taxes |
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Impairment charge on long-lived assets | | | ||||
Other | ( | ( | ||||
Changes in operating assets and liabilities, net of assets acquired |
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Accounts receivable, net |
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Inventories |
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Other assets |
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Accounts payable |
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Operating lease right-of-use assets and operating lease liabilities, net | ( | | ||||
Other liabilities and accrued expenses |
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Net cash from operating activities from continuing operations |
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Net cash from operating activities from discontinued operations |
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Net cash from operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchases of long-term investments | ( | ( | ||||
Purchases of property and equipment |
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Net cash from investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Payment of debt issuance costs | ( | ( | ||||
Dividend payments | ( | ( | ||||
Payment of acquisition holdback | — | ( | ||||
Purchase and retirement of common stock | ( | ( | ||||
Net payments related to stock-based awards |
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Proceeds from issuance of 2031 Notes, net | | — | ||||
Premiums paid for Capped Call – 2031 Notes | ( | — | ||||
Payments related to induced conversion – 2028 Notes | ( | — | ||||
Proceeds from Note Hedges and Warrants unwind – 2028 Notes | | — | ||||
Net cash from financing activities |
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Effect of currency translation on cash, cash equivalents and restricted cash |
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NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH |
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CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period |
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CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | $ | | $ | | ||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Advanced Energy Industries, Inc., a Delaware corporation, and its consolidated subsidiaries (“we,” “us,” “our,” or “Advanced Energy”) provides highly engineered, critical, precision power conversion, measurement, and control solutions to our global customers. We design, manufacture, sell, and service precision power products that transform, refine, and modify the raw electrical power coming from either the utility or the building facility and convert it into various types of highly controllable, usable power that is predictable, repeatable, and customizable to meet the necessary requirements for powering a wide range of complex equipment. Many of our products enable customers to reduce or optimize their energy consumption through increased power conversion efficiency, power density, power coupling, and process control across a wide range of applications.
In management’s opinion, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of normal, recurring adjustments, necessary to present fairly Advanced Energy’s financial position as of June 30, 2026, and the results of our operations and cash flows for the three and six months ended June 30, 2026 and 2025.
The unaudited consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2025 and other financial information filed with the SEC.
Use of Estimates in the Preparation of the Consolidated Financial Statements
The preparation of our consolidated financial statements in conformity with U.S. GAAP requires us to make estimates, assumptions, and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The significant estimates, assumptions, and judgments include, but are not limited to, excess and obsolete inventory, income taxes and other provisions, and acquisitions and asset valuations.
Significant Accounting Policies
Our accounting policies are described in Note 1. Summary of Operations and Significant Accounting Policies and Estimates to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025.
New Accounting Standards
From time to time, the Financial Accounting Standards Board (“FASB”) or other standards-setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an Accounting Standards Update (“ASU”). Unless otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, will not have a material impact on the consolidated financial statements upon adoption.
New Accounting Standards Adopted
In November 2024, the FASB issued ASU 2024-04, “Debt—Debt with Conversion and Other Options (Subtopic 470‑20): Induced Conversions of Convertible Debt Instruments,” which improves the relevance and consistency in the application of the induced conversion guidance in Subtopic 470-20. ASU 2024-04 clarifies whether entities should apply extinguishment accounting or induced conversion accounting when recording the settlement of convertible debt instruments due to an induced conversion. The amendments are effective for fiscal years beginning after December 15,
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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2025, including interim periods within those fiscal years. We adopted this guidance on January 1, 2026 and, as a result, we accounted for the exchange of the 2028 Notes as an induced conversion. See Note 6. Long-Term Debt for additional details of this transaction.
In July 2025, the FASB issued ASU 2025-05 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” ASU 2025-05 permits the use of certain estimates and assumptions in developing forecasts used for determining expected credit losses on accounts receivable. We adopted this guidance on January 1, 2026, and it was not material to our consolidated financial statements.
New Accounting Standards Issued But Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This guidance will be effective for us on January 1, 2027. We do not expect the above guidance to materially impact our consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06 “Intangibles – Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” ASU 2025-06 eliminates the consideration of project development stages in determining whether a cost is eligible for capitalization. Instead, cost capitalization will be based on a “probable to complete” threshold. This guidance will be effective for us on January 1, 2028. We are evaluating the impact, if any, that the adoption of ASU 2025-06 may have on our consolidated financial statements.
NOTE 2. REVENUE
Disaggregation of revenue
The following tables present additional information regarding our revenue:
Revenue by Market
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | | 2026 | | 2025 | ||||||
(in millions) | ||||||||||||
Semiconductor Equipment | $ | | $ | | $ | | $ | | ||||
Data Center Computing | | | | | ||||||||
Industrial and Medical |
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Telecom and Networking | | | | | ||||||||
Total | $ | | $ | | $ | | $ | | ||||
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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Revenue by Significant Countries
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
| 2026 | | 2025 | | 2026 | | | 2025 | ||||||||||||||||
(in millions) | ||||||||||||||||||||||||
United States | $ | | | | % | | $ | | | | % | | $ | | | | % | | $ | | | | % | |
Mexico | | | | | | | | | ||||||||||||||||
Malaysia | | | | | | | | | ||||||||||||||||
Japan | | | | | | | | | ||||||||||||||||
All others | | | | | | | | | ||||||||||||||||
Total | $ | | | % | $ | | | % | $ | | | % | $ | | | % | ||||||||
We attribute revenue to individual countries based on the customer’s ship-to location. Excluding the specific countries listed above, no individual country exceeded 10% of our total consolidated revenues during the periods presented.
Revenue by Category
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | | 2026 | | 2025 | ||||||
(in millions) | ||||||||||||
Product | $ | | $ | | $ | | $ | | ||||
Services and other | |
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Total | $ | |
| $ | | $ | |
| $ | | ||
Other revenue includes certain spare parts and products sold by our service group.
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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 3. BALANCE SHEET INFORMATION
Accounts Receivable, Net
We record accounts receivable at net realizable value. Our accounts receivable, net balance was $
Inventories
We value inventories at the lower of cost or net realizable value, computed on a first-in, first-out basis. Components of inventories were as follows:
June 30, | December 31, | ||||||
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Parts and raw materials | $ | | $ | | |||
Work in process |
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Finished goods |
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| | |||
Total | $ | | $ | | |||
Warranties
Our sales agreements include customary product warranty provisions, which generally range from
Our estimated warranty obligation is included in other accrued expenses. Changes in our product warranty obligation were as follows:
(in millions) | |||
December 31, 2025 | $ | | |
Warranty expenditures |
| ( | |
June 30, 2026 | $ | | |
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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4. INTANGIBLE ASSETS AND GOODWILL
Intangible assets consisted of the following:
June 30, 2026 | |||||||||||
| Gross Carrying | | Accumulated | | Net Carrying | | Weighted-Average Remaining | ||||
Amount | Amortization | Amount |
| Useful Life (in years) | |||||||
(in millions) | |||||||||||
Technology | $ | | $ | ( | $ | | |||||
Customer relationships |
| | ( |
| | ||||||
Trademarks and other |
| | ( |
| | ||||||
Total | $ | | $ | ( | $ | | |||||
December 31, 2025 | |||||||||||
| Gross Carrying | | Accumulated | | Net Carrying | Weighted-Average Remaining | |||||
Amount | Amortization | Amount | Useful Life (in years) | ||||||||
(in millions) | |||||||||||
Technology | $ | | $ | ( | $ | | |||||
Customer relationships |
| | ( |
| | ||||||
Trademarks and other |
| | ( |
| | ||||||
Total | $ | | $ | ( | $ | | |||||
Amortization expense related to intangible assets is as follows:
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | ||||||
(in millions) | |||||||||||||
Amortization expense | $ | | $ | | $ | | $ | | |||||
Estimated future amortization expense related to intangibles is as follows:
Year Ending December 31, | | (in millions) | |
2026 (remaining) | $ | | |
2027 |
| | |
2028 |
| | |
2029 |
| | |
2030 | | ||
Thereafter |
| | |
Total | $ | |
The following table summarizes the changes in goodwill:
(in millions) | |||
December 31, 2025 | $ | | |
Foreign currency translation and other | ( | ||
June 30, 2026 | | $ | |
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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 5. LEASES
Components of total operating lease cost were as follows:
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | ||||||
(in millions) | |||||||||||||
Operating lease cost | $ | | $ | | $ | | $ | | |||||
Short-term and variable lease cost | | | | | |||||||||
Total operating lease cost | $ | | $ | | $ | | $ | | |||||
Estimated future payments on our operating lease liabilities are as follows:
Year Ending December 31, | | (in millions) | |
2026 (remaining) | $ | | |
2027 |
| | |
2028 |
| | |
2029 | | ||
2030 | | ||
Thereafter | | ||
Total lease payments | | ||
Less: Interest | ( | ||
Present value of lease liabilities | $ | |
In addition to the above, we have a lease agreement with total payments of $
The following tables present additional information about our lease agreements:
June 30, | December 31, | |||||||
| 2026 | | | 2025 | ||||
Weighted-average remaining lease term (in years) | ||||||||
Weighted-average discount rate |
| | % | | % | |||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2026 | | 2025 | | 2026 | | 2025 | | |||||
(in millions) | ||||||||||||
Cash paid for operating leases | $ | | $ | | $ | | $ | | ||||
Right-of-use assets obtained in exchange for operating lease liabilities | $ | | $ | | $ | | $ | | ||||
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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6. LONG-TERM DEBT
Long-term debt on our Consolidated Balance Sheets consists of the following:
June 30, | December 31, | |||||
| 2026 | | 2025 | |||
(in millions) | ||||||
$ | | $ | | |||
| — | |||||
Less: unamortized debt discount and issuance costs | ( | ( | ||||
Carrying amount, net | | | ||||
Less: current maturities | ( | ( | ||||
Net long-term debt | $ | | $ | — | ||
As of June 30, 2026, we were in compliance with the covenants under all debt agreements.
The following table summarizes interest expense related to our debt:
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | ||||||
(in millions) | |||||||||||||
Interest expense | $ | | $ | | $ | | $ | | |||||
Amortization of debt issuance costs | | | | | |||||||||
Total interest expense related to debt | $ | | $ | | $ | | $ | | |||||
Convertible Senior Notes due 2031
On May 18, 2026, we completed a private, unregistered offering of $
The 2031 Notes mature on May 13, 2031, unless earlier repurchased, redeemed, or converted. We may not redeem the 2031 Notes prior to May 21, 2029, except in the event of a Cleanup Redemption (defined below). We may redeem for cash all or any portion of the 2031 Notes, at our option, on or after May 21, 2029. Redemption is permitted only if the last reported sale price of our common stock, par value $
Prior to the close of business on the business day immediately preceding February 15, 2031, holders of the 2031 Notes may convert their 2031 Notes at their option only under the following circumstances:
| ● | during the |
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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| ● | during the |
| ● | if Advanced Energy calls any or all of the 2031 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or |
| ● | upon the occurrence of specified corporate events. |
On or after February 15, 2031, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2031 Notes at any time, regardless of the foregoing circumstances.
The initial conversion rate is
Upon conversion, Advanced Energy will:
| ● | pay cash up to the aggregate principal amount to be converted and |
| ● | pay or deliver cash, shares of our common stock or a combination (at our election) of cash and common stock with respect to the remainder, if any, of the conversion obligation in excess of the aggregate principal amount. |
Capped Call
In connection with the issuance of the 2031 Notes, we entered into privately negotiated capped call transactions with certain financial counterparties (collectively, the “Capped Call”). The Capped Call is generally expected to reduce potential dilution to our common stock upon any conversion of the 2031 Notes and/or offset any cash payments we would be required to make in excess of the principal amount of converted 2031 Notes, as the case may be, with such reduction and/or offset subject to a cap.
The initial cap price of the Capped Call is $
Convertible Senior Notes due 2028
On September 12, 2023, we completed a private, unregistered offering of the
In May 2026, we entered into privately negotiated exchange agreements with certain holders of our outstanding 2028 Notes pursuant to which such holders exchanged an aggregate of approximately $
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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
We recorded $
The remaining $
Concurrent with the 2028 Notes issuance in September 2023, we entered into hedges (“Note Hedges”) with respect to our common stock and sold warrants to purchase our common stock (“Warrants”). In combination, the Note Hedges and Warrants synthetically increase the initial conversion price on the 2028 Notes from $
On June 12, 2026, we issued a notice of redemption for the remaining outstanding principal amount of the 2028 Notes and specified a redemption date of September 23, 2026. The redemption price is equal to
We use level 2 measurements to estimate the fair value of our debt. As of June 30, 2026 and December 31, 2025, we estimate the fair value of our 2028 Notes and 2031 Notes combined to be $
Credit Agreement
On May 8, 2025, we terminated our prior credit agreement, dated as of September 10, 2019 (and subsequently amended) and entered into a new credit agreement (the “Credit Agreement”) consisting of a senior unsecured term loan facility (“Term Loan Facility”) and a senior unsecured revolving facility (“Revolving Facility”), both maturing on May 8, 2030.
The financing terms of the new Credit Agreement are substantially the same as the terms of the prior credit agreement.
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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
At the time of termination,
In addition to our available capacity on the Revolving Facility, prior to the maturity date of the Credit Agreement, we may request an increase to the financing commitments in either the Term Loan Facility or Revolving Facility by an aggregate amount not to exceed $
Should we have future borrowings under the Term Loan Facility or Revolving Facility, they will bear interest, at our option, at a rate based on the Base Rate or SOFR, as defined in the Credit Agreement, plus an applicable margin.
NOTE 7. STOCKHOLDERS’ EQUITY AND EARNINGS PER SHARE
Accumulated Other Comprehensive Income (Loss)
The following table summarizes the components of, and changes in, accumulated other comprehensive income
(loss), net of income taxes.
| Foreign Currency Translation | | Defined Employee Benefit Plan | | Total | ||||
(in millions) | |||||||||
Balance at December 31, 2024 | $ | ( | $ | | $ | ( | |||
Other comprehensive income (loss) prior to reclassifications | | — | | ||||||
Amounts reclassified from accumulated other comprehensive income (loss) | | ( | — | ||||||
Balance at March 31, 2025 | $ | ( | $ | | $ | ( | |||
Other comprehensive income (loss) prior to reclassifications | | — | | ||||||
Amounts reclassified from accumulated other comprehensive income (loss) | — | ( | ( | ||||||
Balance at June 30, 2025 | $ | ( | $ | | $ | | |||
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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| Foreign Currency Translation | | Defined Employee Benefit Plan | | Total | ||||
(in millions) | |||||||||
Balance at December 31, 2025 | $ | ( | $ | | $ | | |||
Other comprehensive income (loss) prior to reclassifications | ( | — | ( | ||||||
Amounts reclassified from accumulated other comprehensive income (loss) | — | ( | ( | ||||||
Balance at March 31, 2026 | $ | ( | $ | | $ | | |||
Other comprehensive income (loss) prior to reclassifications | ( | — | ( | ||||||
Amounts reclassified from accumulated other comprehensive income (loss) | | ( | ( | ||||||
Balance at June 30, 2026 | $ | ( | $ | | $ | | |||
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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Amounts reclassified from accumulated other comprehensive income (loss) to the specific caption within the
Consolidated Statements of Operations were as follows:
Three Months Ended June 30, | | Six Months Ended June 30, | | To Caption on Consolidated | ||||||||||
2026 | 2025 | 2026 | | 2025 | | Statements of Operations | ||||||||
(in millions) | ||||||||||||||
Foreign currency translation | $ | — | $ | — | $ | — | $ | ( | Other expense, net | |||||
Defined employee benefit plan | | | | | Other expense, net | |||||||||
Total reclassifications | $ | | $ | | $ | | $ | | ||||||
Earnings Per Share
The following table summarizes our earnings per share (“EPS”):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
(in millions, except per share amounts) | ||||||||||||
Income from continuing operations | $ | | $ | | $ | | $ | | ||||
Basic weighted-average common shares outstanding |
| |
| |
| |
| | ||||
Dilutive effect of convertible notes | | — | | — | ||||||||
Dilutive effect of Warrants | | — | | — | ||||||||
Dilutive effect of stock awards |
| |
| |
| |
| | ||||
Diluted weighted-average common shares outstanding |
| |
| |
| |
| | ||||
EPS from continuing operations |
| |
| |
| |
| | ||||
Basic EPS | $ | | $ | | $ | | $ | | ||||
Diluted EPS | $ | | $ | | $ | | $ | | ||||
Anti-dilutive shares not included above | ||||||||||||
Stock awards | — | | — | — | ||||||||
Warrants | — | | — | | ||||||||
We compute basic earnings per share of common stock (“Basic EPS”) by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period.
See Note 7. Long-Term Debt in our Annual Report on Form 10-K for the year ended December 31, 2025 for information regarding our 2028 Notes, Note Hedges, and Warrants. For diluted earnings per share of common stock (“Diluted EPS”), we increase the weighted-average number of common shares outstanding during the period, as needed, to include the following:
| ● | Additional common shares that would have been outstanding if our outstanding stock awards had been converted to common shares using the treasury stock method. We exclude any stock awards that have an anti-dilutive effect; |
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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| ● | Dilutive impact associated with the remaining 2028 Notes and the 2031 Notes using the if-converted method. The 2028 Notes and 2031 Notes are repayable in cash up to par value and in cash or shares of common stock for the excess over par value. When the stock price is lower than the strike price, there is no dilutive or anti-dilutive impact. When the stock price is higher than the initial strike price, there is a dilutive impact associated with the 2028 Notes and the 2031 Notes. Prior to conversion, we do not consider the Note Hedges associated with the 2028 Notes or the Capped Call associated with the 2031 Notes for purposes of Diluted EPS as their effect would be anti-dilutive. Upon conversion, we expect the Note Hedges to partially offset the dilutive effect of the 2028 Notes when the stock price is above $ |
| ● | Dilutive effect of the Warrants issued concurrently with the 2028 Notes using the treasury stock method. For the three and six months ended June 30, 2026, the Warrants increased the weighted-average number of common shares outstanding because the average market price of our common stock exceeded the $ |
Share Repurchases
To repurchase shares of our common stock, we periodically enter into share repurchase agreements. The following table summarizes these repurchases:
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | | |||||
(in millions, except per share amounts) | |||||||||||||
Amount paid or accrued to repurchase shares | $ | — | $ | | $ | | $ | | |||||
Number of shares repurchased |
| — |
| |
| — |
| | |||||
Average repurchase price per share | $ | — | $ | | $ | | $ | | |||||
There were
As of June 30, 2026, the remaining amount authorized by the Board of Directors (“our Board” or “the Board”) for future share repurchases was $
NOTE 8. FAIR VALUE MEASUREMENTS
The following tables present information about our non-pension assets and liabilities measured at fair value on a recurring basis. We classify all items below within level 2 of the fair value hierarchy. See Note 6. Long-Term Debt for information regarding the fair value of our 2028 Notes and 2031 Notes.
June 30, | December 31, | |||||||
| | 2026 | | 2025 | ||||
Description | Balance Sheet Classification | (in millions) | ||||||
Certificates of deposit | Other current assets | $ | | $ | | |||
Foreign currency forward contracts | Other accrued expenses | $ | — | $ | | |||
Investments | Other assets | $ | | $ | | |||
Deferred compensation liabilities | Other liabilities | $ | | $ | | |||
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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 9. DERIVATIVE FINANCIAL INSTRUMENTS
Changes in foreign currency exchange rates impact our results of operations and cash flows. We may manage these risks through the use of derivative financial instruments, primarily forward contracts with banks. These forward contracts manage the exchange rate risk associated with assets and liabilities denominated in nonfunctional currencies. Typically, we execute these derivative instruments for one-month periods and do not designate them as hedges for accounting purposes; however, they do partially offset the economic fluctuations of certain of our assets and liabilities due to foreign exchange rate changes. The gains and losses related to these foreign currency exchange contracts are intended to offset the corresponding gains and losses on the revaluation of the underlying assets and liabilities. Both are included as a component of other expense, net in our Consolidated Statements of Operations.
As of June 30, 2026 and December 31, 2025, we had $
See Note 8. Fair Value Measurements for information regarding fair value of derivative instruments.
As a result of using derivative financial instruments, we are exposed to the risk that counterparties to contracts could fail to meet their contractual obligations. We manage this credit risk by reviewing counterparty creditworthiness on a regular basis and limiting exposure to any single counterparty.
NOTE 10. RESTRUCTURING, ASSET IMPAIRMENTS, AND OTHER CHARGES
Details of restructuring, asset impairments, and other charges are as follows:
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
2026 | 2025 | | 2026 | 2025 | |||||||||
(in millions) | |||||||||||||
Restructuring | | $ | | $ | | $ | | $ | | ||||
Asset impairments | | | | | |||||||||
Other charges | | | | | |||||||||
Total restructuring, asset impairments, and other charges | $ | |
| $ | |
| $ | |
| $ | | ||
Restructuring
We have the following restructuring plans in process. The amounts incurred as a result of the approved actions are estimates, and actual results may differ, which could result in incremental restructuring charges in future periods.
2026 Plan
In 2026, we reorganized our Global Sales, Marketing and Operations team to meet our current and future needs including geographic needs (the “2026 Plan”). We expect these activities to conclude in 2026 and do not expect to incur significant additional charges.
2025 Plan
During the second quarter of 2025, we approved actions related to consolidating our research and development, sales, and administrative functions in connection with our manufacturing and footprint consolidation (the “2025 Plan”). We expect these actions to be substantially complete during 2027 and do not expect to incur significant additional charges.
2024 Plan
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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
In 2024, we approved actions in furtherance of our manufacturing consolidation initiatives intended to optimize our manufacturing footprint and cost structure, including the closure of our Zhongshan, China manufacturing facility (the “2024 Plan”). Manufacturing operations in Zhongshan ceased during the second quarter of 2025. Final closure activities are in progress and expected to conclude in 2026. During the first six months of 2026, we recognized expenses of $
2023 Plan
In 2023, we approved a plan intended to optimize and further consolidate our manufacturing operations and functional support groups as well as a general reduction-in-force to align our expenses to revenue levels (the “2023 Plan”). We expect final activities to conclude in the first quarter of 2027 and do not expect to incur significant additional charges.
Changes in restructuring liabilities were as follows:
2026 Plan | | 2025 Plan | | 2024 Plan | | 2023 Plan | | Total | |||||||
(in millions) | |||||||||||||||
December 31, 2025 | $ | — | $ | | $ | | $ | | $ | | |||||
Costs incurred and charged to expense | | | | | | ||||||||||
Costs paid | ( | ( | ( | ( | ( | ||||||||||
June 30, 2026 | $ | | $ | | $ | | $ | | $ | | |||||
The above restructuring liability of $
Cumulative Cost Through | |||||||||||||||
June 30, 2026 | |||||||||||||||
| 2026 Plan | | 2025 Plan | | 2024 Plan | | 2023 Plan | | Total | ||||||
(in millions) | |||||||||||||||
Severance and related charges | | $ | | $ | | $ | | $ | | $ | | ||||
Facility relocation and closure charges | — | — | | — | | ||||||||||
Total restructuring charges | $ | | $ | | $ | | $ | | $ | | |||||
Asset Impairments
During the three months ended June 30, 2026, we recorded a $
Other Charges
Other charges relate to personnel transition costs and costs related to organizational restructuring activities of our legal entities.
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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 11. STOCK-BASED COMPENSATION
The Compensation Committee of our Board administers our stock plans. As of June 30, 2026, we have
The 2023 Incentive Plan provides for the grant of awards including stock options, stock appreciation rights, performance stock units, performance units, stock, restricted stock, restricted stock units, and cash incentive awards.
The following table summarizes information related to our stock-based incentive compensation plans:
June 30, 2026 | ||
(in millions) | ||
Shares available for future issuance under the 2023 Incentive Plan | | |
Shares available for future issuance under the ESPP | |
Stock-Based Compensation Expense
We recognize stock-based compensation expense based on the fair value of the awards issued and the functional area of the employee receiving the award. During the three and six months ended June 30, 2026, stock-based compensation expense included $
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | | |||||
(in millions) | |||||||||||||
Stock-based compensation expense | $ | | $ | | $ | | $ | | |||||
Restricted Stock Units
Generally, we grant restricted stock units (“RSUs”) with a
Changes in our RSUs were as follows:
Six Months Ended June 30, 2026 | |||||
| | Weighted- | |||
Average | |||||
Number of | Grant Date | ||||
RSUs | Fair Value | ||||
(in millions) | |||||
RSUs outstanding at beginning of period |
| | $ | | |
RSUs granted |
| | $ | | |
RSUs vested |
| ( | $ | | |
RSUs forfeited |
| ( | $ | | |
RSUs outstanding at end of period |
| | $ | | |
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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
RSUs that vested during the period were higher than RSUs granted due to performance of our stock price due primarily to settlement of market-based awards whose payout exceeded target levels.
Deferred Compensation Plan
We offer certain employees the opportunity to defer compensation and stock awards and maintain a rabbi trust in connection with this deferred compensation plan. Assets of the rabbi trust are consolidated as we are the primary beneficiary. Although we cannot use the rabbi trust’s assets for any purpose other than meeting our obligations under the deferred compensation plan, the trust’s assets, liabilities, and activity are included in our consolidated financial statements.
Assets of the rabbi trust not held in Company shares are presented in other assets, and any gains or losses are included in other expense, net. The fair value of the Company shares held in the rabbi trust is classified in stockholders’ equity.
After a holding period, employees have the option to diversify the Company shares into other funds. Stock awards that have been elected for deferral but have not yet vested and are probable of vesting are reported as deferred compensation in the temporary equity section of the Consolidated Balance Sheets. The stock awards recorded in temporary equity are recognized at fair value, with any difference from stock-based compensation recorded in retained earnings.
The following table summarizes information regarding the rabbi trust’s assets and liabilities:
June 30, | December 31, | |||||
2026 | 2025 | |||||
Description | Balance Sheet Classification | (in millions) | ||||
Investments | Other assets | $ | | $ | | |
Deferred compensation liabilities | Other liabilities | $ | | $ | | |
Stock awards elected for deferral | Temporary equity | $ | | $ | | |
Company shares of common stock | Stockholders' equity | $ | | $ | | |
NOTE 12. INCOME TAX
The following table summarizes tax provision and the effective tax rate for our income from continuing operations:
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | ||||||
(in millions) | |||||||||||||
Income from continuing operations, before income tax | $ | | $ | | $ | | $ | | |||||
Income tax provision | $ | | $ | | $ | | $ | | |||||
Effective tax rate | | % | | % | | % | | % | |||||
Our effective tax rate differs from the U.S. federal statutory rate of
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ADVANCED ENERGY INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2025 primarily due to excess tax benefits recognized in 2026 from share-based compensation and the release of tax reserves based on statute of limitation expirations and the settlement of an audit in the same period.
As of June 30, 2026, certain countries in which the Company operates have implemented or are in the process of implementing the Pillar II minimum global effective tax rate regime as put forth by the Organization for Economic Cooperation and Development (“OECD”). Specifically, the OECD released prospective “Side-by-Side” guidance in early 2026 which is generally beneficial to U.S. parented organizations but will require adoption by member countries to implement. As countries continue to make revisions to their legislation and release additional guidance with respect to the global minimum tax, we continue to monitor and evaluate any potential cash tax expenses and tax rate impacts in the countries in which we operate.
On July 4, 2025, the One Big Beautiful Bill (“OBBB”) Act, which includes a broad range of elective tax law items available in 2025 and prescribed tax law changes in 2026, was signed into law in the United States. The Company has reflected the impact of the OBBB’s elective tax law items in its financial statements for the period ending June 30, 2026. OBBB is expected to have an overall positive effect on the GAAP and non-GAAP effective tax rate of the Company, benefiting from revisions to foreign-derived intangible income (FDII) and the foreign tax credit rules.
NOTE 13. COMMITMENTS AND CONTINGENCIES
We are involved in disputes and legal actions arising in the normal course of our business. While we currently believe that the amount of any ultimate loss would not be material to our financial position, the outcome of these actions is inherently difficult to predict. In the event of an adverse outcome, the ultimate loss could have a material adverse effect on our financial position or reported results of operations. An unfavorable decision in intellectual property litigation also could require material changes in production processes and products or result in our inability to ship products or components found to have violated third party intellectual property rights. We accrue loss contingencies in connection with our commitments and contingencies, including litigation, when it is probable that a loss has occurred, and the amount of such loss can be reasonably estimated. We are not currently a party to any other legal action that we believe would have a material adverse impact on our business, financial condition, results of operations or cash flows.
NOTE 14. SUPPLEMENTAL CASH FLOW INFORMATION AND OTHER DISCLOSURES
Certain of our cash and non-cash activities were as follows:
Six Months Ended June 30, | |||||||
2026 | | 2025 | |||||
(in millions) | |||||||
Non-cash investing activities: | |||||||
Capital expenditures in accounts payable and other accrued expenses | $ | | $ | | |||
Cash paid for: | |||||||
Interest | $ | | $ | | |||
Income taxes | $ | | $ | | |||
Cash received from income taxes | $ | | $ | | |||
Restricted cash (in Other current assets) | $ | | $ | — | |||
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This management discussion and analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2026 (the “2025 Form 10-K”).
Special Note on Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “report”) contains, in addition to historical information, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements in this report that are not historical information are forward-looking statements. For example, statements relating to our beliefs, expectations, and plans are forward-looking statements, as are statements that certain actions, conditions, events, or circumstances will continue. The inclusion of words such as “anticipate,” “expect,” “estimate,” “can,” “may,” “might,” “continue,” “enable,” “plan,” “intend,” “should,” “could,” “would,” “will,” “likely,” “potential,” “believe,” and similar expressions and the negative versions thereof indicate forward-looking statements; however, not all forward-looking statements may contain such words or expressions.
These forward-looking statements are based upon information available as of the date of this report and management’s current estimates, forecasts, and assumptions. Although we believe that our expectations reflected in or suggested by these forward-looking statements are reasonable, we may not achieve the results, performance, plans, or objectives expressed or implied by such forward-looking statements. Forward-looking statements involve risks and uncertainties, which are difficult to predict and many of which are beyond our control.
Risks and uncertainties to which our forward-looking statements are subject include:
| ● | volatility, cyclicality, and business fluctuations in the industries in which we compete; |
| ● | risks associated with availability and price of certain semiconductor and other components which may be in limited supply relative to global demand; |
| ● | risks related to geopolitical conditions, such as the impact of tariffs and export regulations, and escalating global conflicts on macroeconomic conditions, including recent developments in the Middle East; |
| ● | macroeconomic conditions such as economic uncertainty, rising interest rates, inflation, lack of growth in our markets, fluctuations in commodity prices and currency exchange rates, and recession; |
| ● | our ability to achieve design wins with new and existing customers; |
| ● | our ability to accurately forecast and meet customer demand; |
| ● | risks associated with scaling our manufacturing capacity, timely customer qualification of new manufacturing lines, improving our manufacturing efficiency, and controlling manufacturing costs; |
| ● | pricing pressure from customers and competitors; |
| ● | concentration of our customer base; |
| ● | risks associated with potential breach of our information security measures— either external breach or internal data theft; |
| ● | difficulties with the implementation of our enterprise resource planning and other enterprise-wide information technology system applications; |
| ● | our loss of or inability to attract and retain key personnel; |
| ● | risks associated with our manufacturing footprint optimization and movement of manufacturing locations for certain products; |
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| ● | disruptions to our manufacturing operations or those of our customers or suppliers; |
| ● | our ability to successfully identify, close, integrate and realize anticipated benefits from our acquisitions or divestitures; |
| ● | quality issues, unanticipated costs in fulfilling our warranty obligations or adequacy of our warranty reserves, claims outside of warranty, or product liability claims; |
| ● | our ability to enforce, protect and maintain our proprietary technology and intellectual property rights and avoid claims alleging infringement of the intellectual property rights of others; |
| ● | legal matters, claims, investigations, and proceedings; |
| ● | changes to tax laws and regulations or our tax rates; |
| ● | changes to and maintaining compliance with U.S. federal, state, local and foreign regulations, including with respect to trade compliance, privacy and data protection, supply chain, and environmental, health and safety regulation; |
| ● | effect of our debt obligations and restrictive covenants on our ability to operate our business; |
| ● | risks related to our unfunded pension obligations; |
| ● | our estimates of the fair value of intangible assets; |
| ● | the potential impact of dilution and counterparty default risk related to our convertible debt, hedge, warrant and capped call transactions; |
| ● | risks relating to ownership of our common stock; and |
| ● | the risks and uncertainties described in Part I, Item 1A in the 2025 Form 10-K. |
These risks and uncertainties could cause actual results to differ materially and adversely from those expressed in any forward-looking statements, and readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update any forward-looking statements or provide reasons why our actual results may differ.
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BUSINESS AND MARKET OVERVIEW
Company Overview
Advanced Energy provides highly engineered, critical, precision power conversion, measurement, and control solutions to our global customers. We design, manufacture, sell, and service precision power products that transform, refine, and modify the raw electrical power coming from either the utility or the building facility and convert it into various types of highly controllable, usable power that is predictable, repeatable, and customizable to meet the necessary requirements for powering a wide range of complex equipment. Many of our products enable customers to reduce or optimize their energy consumption through increased power conversion efficiency, power density, power coupling, and process control across a wide range of applications.
We are organized on a global, functional basis and operate as a single segment of power electronics conversion products. Within this segment, our products are sold in the Semiconductor Equipment, Data Center Computing, Industrial and Medical, and Telecom and Networking markets.
Recent Events
On May 18, 2026, we completed a private, unregistered offering of $1.15 billion aggregate principal amount of 0% Convertible Notes due 2031 (the “2031 Notes”), and received net proceeds of approximately $1,128.1 million after deducting initial purchasers’ discounts and offering expenses. Concurrent with the issuance of the 2031 Notes, we also entered into privately negotiated exchange agreements on a portion of our outstanding 2.5% Convertible Notes due 2028 (the “2028 Notes”) and exchanged an aggregate of approximately $438.3 million principal amount for aggregate consideration consisting of approximately $442.4 million in cash and approximately 2.0 million shares of common stock. We intend to use the remainder of the net proceeds from the offering for general corporate purposes and debt repayment.
On June 12, 2026, we issued a notice of redemption for the remaining $136.7 million principal amount of the 2028 Notes and set a redemption date of September 23, 2026. The redemption price will equal 100% of the principal amount plus accrued and unpaid interest. Holders of the 2028 Notes that wish to convert their 2028 Notes must surrender their 2028 Notes for conversion prior to the close of business on September 22, 2026. The Company is electing to settle conversions of the 2028 Notes by paying cash in respect of the principal portion of the converted 2028 Notes and delivering shares of common stock in respect of the remainder (other than cash in lieu of any fractional share). As of the date of the redemption notice, each $1,000 principal amount of the 2028 Notes is convertible into common stock at a conversion price of approximately $137.46 (based on the Conversion Rate of 7.2747 shares of common stock per $1,000 principal amount of Notes, as adjusted). For 2028 Notes converted in connection with the redemption notice, the conversion rate will be increased by 0.0743 additional shares of common stock per $1,000 principal amount of the 2028 Notes in accordance with the applicable indenture.
See Note 6. Long-Term Debt in Part I, Item 1 “Unaudited Consolidated Financial Statements” above and the Liquidity and Capital Resources section of this Item 2 below.
Product and Services
Our precision power products and solutions are designed to enable process technologies, improve productivity, lower the cost of ownership, and/or provide critical power capabilities for our customers.
Our plasma power products enable innovation in complex semiconductor and thin film plasma processes such as dry etch and deposition. Our broad portfolio of high and low voltage power products is used in a wide range of applications, such as semiconductor equipment, data center computing, industrial production, medical and life science equipment, aerospace and defense, networking, and telecommunications.
Our network of global service support centers provides repair services, calibration, conversions, upgrades, refurbishments, and used equipment to companies that use our products.
End Markets Summary and Trends
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Our business and results of operations continue to be influenced by a dynamic global trade, geopolitical, and supply chain environment. We continue to monitor developments related to tariffs and trade policy. In addition, heightened geopolitical instability, including the conflicts in the Middle East, has contributed to volatility in energy markets, disruptions to global shipping, and broader macroeconomic uncertainty. Increased demand relative to supply for AI-related equipment and semiconductors is extending lead times and increasing prices of certain components, impacting both timing of some customer demand and many of our suppliers. We continue to take actions to procure strategic supply of materials and endeavor to recover increased costs through pricing actions. While these factors were not material to our results in the current quarter, they could become material in future periods and adversely affect our costs such as higher energy and supply chain costs, as well as negatively impact our ability to sell our products and provide services.
Advanced Energy generates revenue from the sale of a broad range of advanced and system power products and services to global original equipment manufacturers (“OEMs”), distributors, and end customers. Our customers select our products based on various performance metrics such as high power conversion efficiency, high power density, low noise emission, and lower power consumption as well as our ability to tailor our solutions to meet the unique requirements of their critical applications. The future growth and demand for our products is driven by a combination of factors within each of the end markets we serve, as follows:
Semiconductor Equipment Market
The Semiconductor Equipment market supports and enables the long-term need for production capacity and new process technologies to meet demand for semiconductor devices across many applications driven by megatrends such as artificial intelligence (“AI”), energy efficiency, automobile electrification, and Internet of things.
Our portfolio of power conversion and related products sold into this market includes plasma power, high-voltage power, system power, and adjacent sensing solutions. Our plasma power solutions are used to create plasma-based etch and deposition processes. Our semiconductor market products are incorporated into a wide range of applications, including dry etch and strip, deposition, ion implant, inspection and metrology, thermal, epitaxy, and back-end test and packaging.
In the first half of 2026, the Semiconductor Equipment market continued to grow due to demand for leading-edge devices in logic and memory used in AI applications, driving growing demand for our products. We expect these market conditions to continue in the remainder of the year.
Data Center Computing Market
The Data Center Computing market is being driven by the rapid growth of AI and related investments. The accelerated power rating of next-generation AI processors and increased density of AI processors in IT racks have significantly increased the power requirements for AI-based servers and racks which, in turn, increased the importance of high power efficiency, density, and reliability for server rack power solutions.
Our products are designed into data center server and storage systems and are also used by cloud service providers and their partners in their custom designed server racks and power shelves.
Due to increased investments in AI applications by leading hyperscale customers, revenue in the Data Center Computing market increased in the first half of 2026 compared to the same period in the previous year.
We expect this trend to continue, along with adoption of our next generation high power solutions, to support growing demand in the remainder of 2026.
Industrial and Medical Market
The Industrial and Medical market is fueled by continued investment in complex manufacturing processes, increased adoption of new industrial technologies such as automation and clean energy, and increased breadth and precision requirements of medical devices and life science equipment.
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We supply this market with critical, precision power conversion products that deliver precise and highly reliable, low noise and/or differentiated power. In addition, our sensing, control, and instrumentation products complement our power solutions. Our products are used in a wide variety of applications, such as advanced material fabrication, medical devices, life science, test and measurement equipment, robotics, industrial production, defense, aerospace, and large-scale lighting applications.
In the first half of 2026, we believe demand in the Industrial and Medical market has returned to normalized levels after customers completed their inventory rebalancing as a result of macroeconomic conditions and supply chain disruptions from prior years. The recovery continued in the second quarter of 2026 compared to the same quarter in the previous year. We expect demand to continue to improve in the remainder of 2026.
Telecom and Networking Market
Demand in the Telecom and Networking market is driven by adoption of more advanced mobile standards, such as 5G technologies, networking investments by telecommunication service providers, enterprises upgrading their communication networks, and data centers investing in their networks for AI-driven increased bandwidth.
We serve this market by providing application-specific power conversion products to many leading OEMs of wireless infrastructure equipment and computer networking equipment.
End market demand in the Telecom and Networking market remained stable in the first half of 2026, with growth primarily driven by demand in AI-related applications. We expect this trend to continue for the remainder of 2026.
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Results of Continuing Operations
The analysis presented below is organized to provide the information we believe will be helpful for an understanding of our historical performance and relevant trends going forward and should be read in conjunction with our “Unaudited Consolidated Financial Statements” in Part I, Item 1 of this report, including the notes thereto. Also included in the following analysis are measures that are not prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). A reconciliation of the non-GAAP measures to U.S. GAAP is provided below.
The following table sets forth certain data derived from our Consolidated Statements of Operations:
Three Months Ended June 30, | | Six Months Ended June 30, | ||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Revenue | | $ | 574.1 | | 100.0 | % | | $ | 441.5 | | 100.0 | % | | $ | 1,085.1 | | 100.0 | % | | $ | 846.1 | | 100.0 | % |
Gross profit |
| 236.1 | 41.1 |
| 163.4 | 37.0 |
| 437.0 | 40.3 |
| 313.9 | 37.1 | ||||||||||||
Operating expenses |
| 141.0 | 24.6 |
| 131.8 | 29.9 |
| 273.6 | 25.2 |
| 251.7 | 29.7 | ||||||||||||
Operating income from continuing operations |
| 95.1 | 16.6 |
| 31.6 | 7.2 |
| 163.4 | 15.1 |
| 62.2 | 7.4 | ||||||||||||
Interest income | 8.2 | 1.4 | 6.6 | 1.5 | 14.0 | 1.3 | 13.5 | 1.6 | ||||||||||||||||
Interest expense | (3.3) | (0.6) | (4.2) | (1.0) | (7.4) | (0.7) | (8.4) | (1.0) | ||||||||||||||||
Loss on induced conversion of debt | (31.8) | (5.5) | — | — | (31.8) | (2.9) | — | — | ||||||||||||||||
Other expense, net |
| (1.6) | (0.3) |
| (4.7) | (1.1) |
| (1.6) | (0.1) |
| (8.1) | (1.0) | ||||||||||||
Income from continuing operations, before income tax |
| 66.6 | 11.6 |
| 29.3 | 6.6 |
| 136.6 | 12.6 |
| 59.2 | 7.0 | ||||||||||||
Income tax provision |
| 12.1 | 2.1 |
| 3.8 | 0.9 |
| 14.8 | 1.4 |
| 8.8 | 1.0 | ||||||||||||
Income from continuing operations | $ | 54.5 | 9.5 | % | $ | 25.5 | 5.8 | % | $ | 121.8 | 11.2 | % | $ | 50.4 | 6.0 | % | ||||||||
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Revenue
The following tables summarize net sales and percentages of net sales by markets:
Three Months Ended June 30, | Change 2026 v. 2025 | |||||||||||||||||
| 2026 | | 2025 | | | Dollar | | Percent | ||||||||||
(in millions) | ||||||||||||||||||
Semiconductor Equipment | $ | 278.3 | | 48.5 | % | $ | 209.5 | | 47.5 | % | $ | 68.8 |
| 32.8 | % | |||
Data Center Computing |
| 191.5 | 33.4 |
| 141.6 | 32.1 |
| 49.9 |
| 35.2 | % | |||||||
Industrial and Medical | 80.0 | 13.9 | 68.6 | 15.5 | 11.4 | 16.6 | % | |||||||||||
Telecom and Networking |
| 24.3 | 4.2 |
| 21.8 | 4.9 |
| 2.5 |
| 11.5 | % | |||||||
Total | $ | 574.1 | 100.0 | % | $ | 441.5 | 100.0 | % | $ | 132.6 |
| 30.0 | % | |||||
Six Months Ended June 30, | Change 2026 v. 2025 | |||||||||||||||||
2026 | | 2025 | | | Dollar | | Percent | |||||||||||
(in millions) | ||||||||||||||||||
Semiconductor Equipment | $ | 497.7 | | 45.9 | % | $ | 431.7 | | 51.0 | % | $ | 66.0 |
| 15.3 | % | |||
Data Center Computing | 385.7 | 35.5 | 237.8 | 28.1 | 147.9 |
| 62.2 | % | ||||||||||
Industrial and Medical |
| 152.0 | 14.0 |
| 132.9 | 15.7 |
| 19.1 |
| 14.4 | % | |||||||
Telecom and Networking |
| 49.7 | 4.6 |
| 43.7 | 5.2 |
| 6.0 |
| 13.7 | % | |||||||
Total | $ | 1,085.1 | 100.0 | % | $ | 846.1 | 100.0 | % | $ | 239.0 |
| 28.2 | % | |||||
Revenue by Market
Semiconductor Equipment revenue for the three and six months ended June 30, 2026 increased compared to the same periods in 2025 on strengthening equipment demand driven by investments in AI.
The increases in Data Center Computing revenue for the three and six months ended June 30, 2026, compared to the same periods in 2025 were due to increased AI investments by leading hyperscale customers and incremental growth associated with design wins secured previously.
The increases in Industrial and Medical revenue for the three and six months ended June 30, 2026, compared to the same periods in 2025 were primarily due to recovery in the end markets as a result of the completion of customer inventory rebalancing and an improved demand environment.
The increases in Telecom and Networking revenue for the three and six months ended June 30, 2026, compared to the same periods in 2025 were primarily driven by growth in AI-related applications.
Gross Profit and Gross Margin
Three Months Ended June 30, | Change 2026 v. 2025 | |||||||||||
| 2026 | | 2025 | | Dollar | | Percent | |||||
(in millions) | ||||||||||||
Gross profit | $ | 236.1 | $ | 163.4 | $ | 72.7 |
| 44.5 | % | |||
Gross margin | 41.1 | % | 37.0 | % | ||||||||
Six Months Ended June 30, | Change 2026 v. 2025 | |||||||||||
2026 | | 2025 | | Dollar | | Percent | ||||||
(in millions) | ||||||||||||
Gross profit | $ | 437.0 | $ | 313.9 | $ | 123.1 | 39.2 | % | ||||
Gross margin | 40.3 | % | 37.1 | % | ||||||||
The increase in gross profit was largely due to the increase in revenue and mix driven by new products. Gross margin grew mainly due to improved mix, the impact of tariff refunds for 120 basis points, and higher volume.
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Operating Expenses
The following table summarizes our operating expenses and as a percentage of revenue:
Three Months Ended June 30, | |||||||||||||
| 2026 | | 2025 | ||||||||||
(in millions) | |||||||||||||
Research and development | $ | 65.0 | | 11.3 | % | $ | 59.0 | | 13.4 | % | |||
Selling, general, and administrative |
| 69.4 | 12.1 |
| 60.2 | 13.6 | |||||||
Amortization of intangible assets |
| 5.2 | 0.9 |
| 5.6 | 1.3 | |||||||
Restructuring, asset impairments, and other charges |
| 1.4 | 0.2 |
| 7.0 | 1.6 | |||||||
Total operating expenses | $ | 141.0 | 24.6 | % | $ | 131.8 | 29.9 | % | |||||
Six Months Ended June 30, | |||||||||||||
| 2026 | 2025 | |||||||||||
(in millions) | |||||||||||||
Research and development | | $ | 127.4 | | 11.7 | % | $ | 113.2 | | 13.4 | % | ||
Selling, general, and administrative |
| 131.7 | 12.1 |
| 119.2 | 14.1 | |||||||
Amortization of intangible assets |
| 10.5 | 1.0 |
| 11.1 | 1.3 | |||||||
Restructuring, asset impairments, and other charges |
| 4.0 | 0.4 |
| 8.2 | 0.9 | |||||||
Total operating expenses | $ | 273.6 | 25.2 | % | $ | 251.7 | 29.7 | % | |||||
Research and Development
The increase in research and development expense was driven by higher compensation costs related to stock-based compensation and annual merit increases, and higher engineering program and materials costs compared to the same periods in the prior year.
Selling, General and Administrative
The increase in selling, general, and administrative expense was mainly due to higher compensation costs including stock-based compensation and annual merit increases.
Amortization of Intangible Assets
Amortization expense declined primarily due to certain intangible assets reaching the end of their estimated useful life.
Restructuring, Asset Impairments and Other Charges
The decrease in restructuring, asset impairments, and other charges is primarily driven by the timing of our restructuring plan decisions.
For additional information about this and prior restructuring plans, see Note 10. Restructuring, Asset Impairments, and Other Charges in Part I, Item 1 “Unaudited Consolidated Financial Statements.”
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Interest Income, Interest Expense, and Other Expense, Net
We experienced an increase in interest income caused by higher cash balances primarily as a result of net proceeds from the issuance of the 2031 Notes.
Other expense, net consists primarily of foreign exchange gains and losses and other miscellaneous items. For the three and six months ended June 30, 2026, we had a $3.1 million and $6.5 million improvement, respectively, in other expense, net compared to the same periods in the prior year primarily as a result of foreign exchange gains.
Interest expense remained relatively flat compared to the same period in the prior year. See Note 6. Long-Term Debt in Part I, Item 1 “Unaudited Consolidated Financial Statements” for information regarding our debt.
Loss on Induced Conversion of Debt
The induced conversion expense represents the fair value of the consideration issued upon conversion in excess of the fair value of the securities issuable under the original terms of the 2028 Notes.
Income Tax Provision
The following table summarizes tax provision and the effective tax rate for our income from continuing operations:
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | ||||||
(in millions) | |||||||||||||
Income from continuing operations, before income tax | $ | 66.6 | $ | 29.3 | $ | 136.6 | $ | 59.2 | |||||
Income tax provision | $ | 12.1 | $ | 3.8 | $ | 14.8 | $ | 8.8 | |||||
Effective tax rate | 18.2 | % | 13.0 | % | 10.8 | % | 14.9 | % | |||||
Our effective tax rate differs from the U.S. federal statutory rate of 21% primarily due to the benefit of earnings in foreign jurisdictions that are subject to lower tax rates, as well as tax credits, partially offset by net U.S. tax on foreign operations. The effective tax rate for the three months ended June 30, 2026, was higher than the effective tax rate for the same period in 2025 primarily due to the tax effect of the convertible note inducement charge incurred in the second quarter of 2026 being treated as a discrete event and disallowed as an expense for tax purposes, partially offset by the release of tax reserves based on statute of limitation expirations and the settlement of an audit in the same period. The effective tax rate for the six months ended June 30, 2026, was lower than the effective tax rate for the same period in 2025 primarily due to excess tax benefits recognized in 2026 from share-based compensation and the release of tax reserves based on statute of limitation expirations and the settlement of an audit in the same period.
As of June 30, 2026, certain countries in which the Company operates have implemented or are in the process of implementing the Pillar II minimum global effective tax rate regime as put forth by the Organization for Economic Cooperation and Development (“OECD”). Specifically, the OECD released prospective “Side-by-Side” guidance in early 2026 which is generally beneficial to U.S. parented organizations but will require adoption by member countries to implement. As countries continue to make revisions to their legislation and release additional guidance with respect to the global minimum tax, we continue to monitor and evaluate any potential cash tax expenses and tax rate impacts in the countries in which we operate.
On July 4, 2025, the One Big Beautiful Bill (“OBBB”) Act, which includes a broad range of elective tax law items available in 2025 and prescribed tax law changes in 2026, was signed into law in the United States. The Company has reflected the impact of the OBBB’s elective tax law items in its financial statements for the period ending June 30, 2026. OBBB is expected to have an overall positive effect on the GAAP and non-GAAP effective tax rate of the Company, benefiting from revisions to foreign-derived intangible income (FDII) and the foreign tax credit rules.
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Non-GAAP Results
Management uses non-GAAP net income, non-GAAP operating income, and non-GAAP earnings per share (“EPS”) to evaluate business performance without the impacts of certain non-cash charges and other charges which are not part of our usual operations. We use these non-GAAP measures to assess performance against business objectives, and make business decisions, including developing budgets and forecasting future periods. In addition, management’s incentive plans include certain of these non-GAAP measures as criteria for achievements. These non-GAAP measures are not prepared in accordance with U.S. GAAP and may differ from non-GAAP methods of accounting and reporting used by other companies. However, we believe these non-GAAP measures provide additional information that enables readers to evaluate our business from the perspective of management. The presentation of this additional information should not be considered a substitute for results prepared in accordance with U.S. GAAP.
The non-GAAP results presented below exclude the impact of non-cash related charges, such as stock-based compensation, amortization of intangible assets, and long-term unrealized foreign exchange gains and losses. In addition, we exclude discontinued operations and other items such as acquisition-related costs, facility, infrastructure, and other transition costs, and restructuring expenses, as they are not indicative of future performance. The tax effect of our non-GAAP adjustments represents the anticipated annual tax rate applied to each non-GAAP adjustment after consideration of their respective book and tax treatments. Non-GAAP results also exclude certain non-recurring discrete tax expenses or benefits. Finally, non-GAAP diluted weighted-average common shares are adjusted to reflect the dilutive impact of our convertible notes based on the higher note hedge strike price instead of the initial conversion price.
Reconciliation of non-GAAP measures | |||||||||||||
Non-GAAP gross profit, gross margin, operating expenses, | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
operating income, and operating margin | | 2026 | | 2025 | | 2026 | | 2025 | | ||||
(in millions) | |||||||||||||
Gross profit from continuing operations, as reported | $ | 236.1 | $ | 163.4 | $ | 437.0 | $ | 313.9 | |||||
Adjustments to gross profit: |
| |
| |
| |
| | |||||
Stock-based compensation |
| 2.2 |
| 1.2 |
| 3.7 |
| 2.3 | |||||
Facility, infrastructure, and other transition costs |
| 2.0 |
| 3.5 |
| 4.4 |
| 5.3 | |||||
Non-GAAP gross profit |
| 240.3 |
| 168.1 | 445.1 | 321.5 | |||||||
GAAP gross margin | 41.1% | 37.0% | 40.3% | 37.1% | |||||||||
Non-GAAP gross margin | 41.9% |
| 38.1% |
| 41.0% |
| 38.0% | ||||||
Operating expenses from continuing operations, as reported |
| 141.0 |
| 131.8 | 273.6 | 251.7 | |||||||
Adjustments: |
| |
| |
| |
| | |||||
Amortization of intangible assets |
| (5.2) |
| (5.6) |
| (10.5) |
| (11.1) | |||||
Stock-based compensation |
| (19.2) |
| (12.4) |
| (35.8) |
| (24.3) | |||||
Acquisition-related costs |
| 0.1 |
| (1.8) |
| (0.1) |
| (2.8) | |||||
Facility, infrastructure, and other transition costs |
| (0.5) |
| (1.4) |
| (1.4) |
| (3.1) | |||||
Restructuring, asset impairments, and other charges |
| (1.4) |
| (7.0) |
| (4.0) |
| (8.2) | |||||
Non-GAAP operating expenses |
| 114.8 |
| 103.6 |
| 221.8 |
| 202.2 | |||||
Non-GAAP operating income | $ | 125.5 | $ | 64.5 | $ | 223.3 | $ | 119.3 | |||||
Operating income, as reported | $ | 95.1 | $ | 31.6 | $ | 163.4 | $ | 62.2 | |||||
Adjustments to gross profit | 4.2 | 4.7 | 8.1 | 7.6 | |||||||||
Adjustments to operating expenses | 26.2 | 28.2 | 51.8 | 49.5 | |||||||||
Non-GAAP operating income | $ | 125.5 | $ | 64.5 | $ | 223.3 | $ | 119.3 | |||||
Income from continuing operations, as reported | $ | 54.5 | $ | 25.5 | $ | 121.8 | $ | 50.4 | |||||
GAAP operating margin | 16.6% | 7.2% | 15.1% | 7.4% | |||||||||
Non-GAAP operating margin | 21.9% |
| 14.6% |
| 20.6% |
| 14.1% | ||||||
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Reconciliation of non-GAAP measures | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
Non-GAAP income, net of income tax | | 2026 | | 2025 | | 2026 | | 2025 | |||||
(in millions) | |||||||||||||
Income from continuing operations, net of income tax | $ | 54.5 | $ | 25.5 | $ | 121.8 | $ | 50.4 | |||||
Adjustments: |
|
|
| |
| | |||||||
Amortization of intangible assets |
| 5.2 |
| 5.6 |
| 10.5 |
| 11.1 | |||||
Acquisition-related costs |
| (0.1) |
| 1.8 |
| 0.1 |
| 2.8 | |||||
Facility, infrastructure, and other transition costs |
| 2.5 |
| 4.9 |
| 5.8 |
| 8.4 | |||||
Restructuring, asset impairments, and other charges |
| 1.4 |
| 7.0 |
| 4.0 |
| 8.2 | |||||
Loss on induced conversion of debt | 31.8 | — | 31.8 | — | |||||||||
Unrealized foreign currency loss (gain) | (1.0) | 4.4 | (2.9) | 6.0 | |||||||||
Other costs included in other expense, net | 2.6 | 0.2 | 2.6 | 0.2 | |||||||||
Stock-based compensation | 21.4 | 13.6 | 39.5 | 26.6 | |||||||||
Tax effect of non-GAAP adjustments, including certain discrete tax benefits |
| (6.1) | (6.4) | (17.6) | (10.2) | ||||||||
Non-GAAP income, net of income tax | $ | 112.2 | $ | 56.6 | $ | 195.6 | $ | 103.5 | |||||
Reconciliation of non-GAAP measures | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
Non-GAAP diluted weighted-average common shares | 2026 | | 2025 | | 2026 | | 2025 | ||||||
(in millions) | |||||||||||||
Diluted weighted-average common shares outstanding | 42.3 | 37.8 | 42.3 | 38.0 | |||||||||
Hedge effect of convertible notes | (1.3) | — | (1.5) | — | |||||||||
Non-GAAP diluted weighted-average common shares outstanding | 41.0 | 37.8 | 40.8 | 38.0 | |||||||||
Reconciliation of non-GAAP measures | Three Months Ended June 30, |
| Six Months Ended June 30, | |||||||||
Non-GAAP earnings per share | | 2026 | | 2025 | | 2026 | | 2025 | ||||
Diluted earnings per share from continuing operations, as reported | $ | 1.29 | $ | 0.67 |
| $ | 2.88 | $ | 1.33 | |||
Add back: | ||||||||||||
Per share impact of non-GAAP adjustments, net of tax |
| 1.45 |
| 0.83 | 1.91 | 1.39 | ||||||
Non-GAAP earnings per share | $ | 2.74 | $ | 1.50 | $ | 4.79 | $ | 2.72 | ||||
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Reconciliation of non-GAAP measures | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
Non-GAAP provision for income taxes | | 2026 | | 2025 | | 2026 | | 2025 | ||||
(in millions) | (in millions) | |||||||||||
Provision for income taxes, as reported | $ | 12.1 | $ | 3.8 | $ | 14.8 | $ | 8.8 | ||||
Adjustment: |
|
|
| |
| |||||||
Non-GAAP items and other discrete tax items excluding stock-based compensation |
| 1.6 |
| 3.5 |
| 9.3 |
| 4.6 | ||||
Tax effect of stock-based compensation |
| 4.5 |
| 2.9 |
| 8.3 |
| 5.6 | ||||
Non-GAAP provision for income taxes | $ | 18.2 | $ | 10.2 | $ | 32.4 | $ | 19.0 | ||||
Reconciliation of non-GAAP measures | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
Non-GAAP income before income taxes | | 2026 | | 2025 | | 2026 | | 2025 | ||||
(in millions) | ||||||||||||
Income from continuing operations, before income tax | $ | 66.6 | $ | 29.3 | $ | 136.6 | $ | 59.2 | ||||
Adjustments: |
|
|
| |
| |||||||
Amortization of intangible assets | 5.2 | 5.6 | 10.5 | 11.1 | ||||||||
Stock-based compensation | 21.4 | 13.6 | 39.5 | 26.6 | ||||||||
Acquisition-related costs | (0.1) | 1.8 | 0.1 | 2.8 | ||||||||
Facility, infrastructure, and other transition costs | 2.5 | 4.9 | 5.8 | 8.4 | ||||||||
Restructuring, asset impairments, and other charges | 1.4 | 7.0 | 4.0 | 8.2 | ||||||||
Loss on induced conversion of debt | 31.8 | — | 31.8 | — | ||||||||
Unrealized foreign currency loss (gain) | (1.0) | 4.4 | (2.9) | 6.0 | ||||||||
Other costs included in other expense, net |
| 2.6 |
| 0.2 |
| 2.6 |
| 0.2 | ||||
Non-GAAP income before income taxes | $ | 130.4 | $ | 66.8 | $ | 228.0 | $ | 122.5 | ||||
Effective tax rate, as reported | 18.2% | 13.0% | 10.8% | 14.9% | ||||||||
Non-GAAP effective tax rate | 14.0% | 15.3% | 14.2% | 15.5% | ||||||||
Liquidity and Capital Resources
Liquidity
Adequate liquidity and cash generation are important to the execution of our strategic initiatives. Our ability to fund our operations, acquisitions, capital expenditures, and product development efforts may depend on our ability to generate cash from operating activities, which is subject to future operating performance, as well as general economic, financial, competitive, legislative, regulatory, and other conditions, some of which may be beyond our control. Our primary sources of liquidity continue to be our available cash, proceeds from the issuance of convertible notes, cash generated from operations, and available borrowing capacity under the Revolving Facility (defined in Note 6. Long-Term Debt in Part I, Item 1 “Unaudited Consolidated Financial Statements”).
As of June 30, 2026, our cash and cash equivalents totaled $1,396.5 million, while our available funding under our undrawn Revolving Facility was $600.0 million. We believe our sources of liquidity will be adequate to meet operational needs, including capital expenditures, as well as anticipated debt service, share repurchase programs, dividends, and strategic investments. We have suspended activity under our share repurchase plan in connection with the issuance of the redemption notice for the remaining 2028 Notes. The share repurchase program has no expiration date, has not been terminated, and remains authorized.
During the ordinary course of business, we evaluate our cash requirements and, if necessary, adjust our expenditures to reflect the current market conditions and our projected revenue and demand. Our capital expenditures are primarily directed towards manufacturing and operations and can materially influence our available cash for other initiatives. In the past year and through the second quarter, our capital expenditures increased as we are investing in our factories to expand capacity and in our new ERP system. In addition, we may seek additional debt or equity financing from time to time; however, such additional financing may not be available on acceptable terms, if at all.
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Debt
During the quarter, we completed a private, unregistered offering of $1.15 billion aggregate principal amount of the 2031 Notes and received net proceeds of approximately $1,128.1 million after deducting initial purchasers’ discounts and offering expenses. Concurrent with the issuance of the 2031 Notes, we also entered into privately negotiated exchange agreements on a portion of our outstanding 2028 Notes and exchanged an aggregate of approximately $438.3 million principal amount for aggregate consideration consisting of approximately $442.4 million in cash and approximately 2.0 million shares of common stock. We intend to use the remainder of the net proceeds from the offering for general corporate purposes.
As of June 30, 2026, our outstanding debt includes $136.7 million principal amount of the 2028 Notes and $1.15 billion principal amount of the 2031 Notes. As of June 30, 2026, we had no borrowings under our Credit Agreement. Should we have future borrowings under our Term Loan Facility or Revolving Facility of our Credit Agreement, those borrowings would be subject to a variable rate.
On June 12, 2026, we issued a notice of redemption for the remaining outstanding principal amount of the 2028 Notes and specified a redemption date of September 23, 2026.
As of June 30, 2026, no amounts were outstanding under the Revolving Facility, and we had $600.0 million in available funding. In addition to the available capacity on the Revolving Facility, prior to the maturity date of the Credit Agreement, we may request an increase to the financing commitments in either the Term Loan Facility or Revolving Facility by an aggregate amount not to exceed $250.0 million. Any requested increase is subject to lender approval.
See Note 6. Long-Term Debt in Part I, Item 1 “Unaudited Consolidated Financial Statements” for additional details.
Dividends
During the six months ended June 30, 2026, we paid quarterly cash dividends of $0.10 per share, totaling $7.9 million. We currently anticipate that a cash dividend of $0.10 per share will continue to be paid on a quarterly basis, although the declaration of any future cash dividend is at the discretion of our Board and will depend on our financial condition, results of operations, capital requirements, business conditions, and other factors.
Share Repurchases
There were no share repurchases during the three months ended June 30, 2026.
Cash Flows
A summary of our cash from operating, investing, and financing activities is as follows:
Six Months Ended June 30, | |||||||
| 2026 | | 2025 | ||||
(in millions) | |||||||
Net cash from operating activities from continuing operations | $ | 80.0 | $ | 75.7 | |||
Net cash from operating activities from discontinued operations |
| (1.0) |
| (1.6) | |||
Net cash from operating activities |
| 79.0 |
| 74.1 | |||
Net cash from investing activities |
| (87.5) |
| (43.6) | |||
Net cash from financing activities |
| 616.8 |
| (42.8) | |||
Effect of currency translation on cash, cash equivalents and restricted cash |
| (1.0) |
| 3.7 | |||
Net change in cash, cash equivalents and restricted cash |
| 607.3 |
| (8.6) | |||
Cash, cash equivalents and restricted cash, beginning of period |
| 791.2 |
| 722.1 | |||
Cash, cash equivalents and restricted cash, end of period | $ | 1,398.5 | $ | 713.5 | |||
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Operating Activities
Net cash from continuing operations for the six months ended June 30, 2026, was $80.0 million, as compared to $75.7 million for the same period in the prior year. The $4.3 million increase was primarily due to higher net income from continuing operations offset by a net increase in working capital driven by increases in accounts receivable on higher revenue and inventory to support anticipated future demand partially offset by an increase in accounts payable.
Investing Activities
Net cash used in investing activities for the six months ended June 30, 2026, was $87.5 million primarily due to $86.1 million in purchases of property and equipment, which was largely driven by continued investments in our manufacturing footprint and capacity, our new ERP system, and investments in other capabilities across multiple sites.
Net cash used in investing activities for the six months ended June 30, 2025, was $43.6 million primarily due to $42.0 million in purchases of property and equipment, which was largely driven by investments in our manufacturing footprint and capacity, and $1.6 million in purchases of investments.
Financing Activities
Net cash from financing activities for the six months ended June 30, 2026, was $616.8 million driven by net proceeds of $1,129.3 million from issuance of the 2031 Notes partially offset by $440.5 million for partial repayment of the 2028 Notes. In connection with the 2031 Notes, $69.0 million was paid for the cost of the Capped Call and $44.6 million was received for the partial unwind of the Note Hedges and Warrants associated with the 2028 Notes. Additionally, other financing activities include $39.1 million in net payments related to stock-based award activities, and $7.9 million for dividend payments.
Net cash used in financing activities for the six months ended June 30, 2025, was $42.8 million and included $23.7 million for repurchase of common stock, $8.0 million in net payments related to stock-based award activities, and $7.7 million for dividend payments. In addition, we paid $1.9 million in fees related to entering the Credit Agreement and $1.5 million for the release of the holdback associated with the Airity Acquisition.
Effect of Currency Translation on Cash
During the six months ended June 30, 2026, foreign currency translation had a minimal impact on cash. See “Foreign Currency Exchange Rate Risk” in Part I, Item 3 for more information.
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires us to make judgments, assumptions, and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. Note 1. Summary of Operations and Significant Accounting Policies and Estimates to the consolidated financial statements in the 2025 Form 10-K describes the significant accounting policies and methods used in the preparation of our consolidated financial statements. Our critical accounting estimates, discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the 2025 Form 10-K, include assessing excess and obsolete inventories, accounting for income taxes, and estimates for the valuation of assets and liabilities acquired in business combinations.
Such accounting policies and estimates require significant judgments and assumptions to be used in the preparation of the consolidated financial statements and actual results could differ materially from the amounts reported based on variability in factors affecting these estimates.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk and Risk Management
In the normal course of business, we typically have exposure to interest rate risk from our investments and the Credit Agreement. We also have exposure to foreign exchange rate risk related to our foreign operations and foreign currency transactions.
See “Risk Factors” set forth in Part I, Item 1A of the 2025 Form 10-K and Part II, Item 1A of this report, for more information about the market risks to which we are exposed. There have been no material changes in our exposure to market risk from December 31, 2025.
Foreign Currency Exchange Rate Risk
We are impacted by changes in foreign currency exchange rates through revenue and purchasing transactions when we sell products and purchase materials in currencies different from the currency in which product and manufacturing costs were incurred. Our reported financial results of operations, including the reported value of our assets and liabilities, are also impacted by changes in foreign currency exchange rates. Assets and liabilities of substantially all our subsidiaries outside the U.S. are translated at period end rates of exchange for each reporting period. Operating results and cash flow statements are translated at average rates of exchange during each reporting period.
The functional currencies of our worldwide facilities primarily include the United States Dollar, Euro, South Korean Won, New Taiwan Dollar, Japanese Yen, Pound Sterling, and Chinese Yuan. We are subject to risks associated with revenue and purchasing activities and costs to operate that are denominated in currencies other than our functional currencies, such as the Singapore Dollar, Malaysian Ringgit, Mexican Peso, Philippine Peso, and Thai Baht. Historically, the impact of changes to these particular exchange rates has not been material to our operating results.
From time to time, we may enter into foreign currency exchange rate contracts to hedge against changes in foreign currency exchange rates on assets and liabilities expected to be settled at a future date, including foreign currency, which may be required for a potential foreign acquisition. Market risk arises from the potential adverse effects on the value of derivative instruments that result from a change in foreign currency exchange rates. We may enter into foreign currency forward contracts to manage the exchange rate risk associated with intercompany debt denominated in nonfunctional currencies. We minimize our market risk applicable to foreign currency exchange rate contracts by establishing and monitoring parameters that limit the types and degree of our derivative contract instruments. We enter into derivative contract instruments for risk management purposes only. We do not enter into or issue derivatives for trading or speculative purposes.
Interest Rate Risk
At the present time, a change in interest rates does not have an impact upon our future earnings and cash flow because our only outstanding debt are the 2028 Notes and the 2031 Notes, which carry a fixed 2.5% and 0% interest rate, respectively. However, increases in interest rates could impact our decision to borrow under the Credit Agreement, our ability to refinance existing maturities, and our ability to acquire additional debt on favorable terms.
For more information see Note 6. Long-Term Debt in Part I, Item 1 “Unaudited Consolidated Financial Statements.”
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures, which are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer (Stephen D. Kelley, President and Chief Executive Officer) and Principal Financial Officer (Paul Oldham, Executive Vice President and Chief Financial Officer), as appropriate, to allow timely decisions regarding required disclosures.
As of the end of the period covered by this report, we conducted an evaluation, with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to the Exchange Act Rule 13a-15(b). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026. The conclusions of the Chief Executive Officer and Chief Financial Officer from this evaluation were communicated to the Audit and Finance Committee. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We intend to continue to review and document our disclosure controls and procedures, including our internal controls over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved in disputes and legal actions arising in the normal course of our business. Although it is not possible to predict the outcome of these matters, we believe that the results of these proceedings will not have a material adverse effect on our financial condition, results of operations, or liquidity.
ITEM 1A. RISK FACTORS
Information concerning our risk factors is contained in Part I, Item 1A, “Risk Factors” in the 2025 Form 10-K. The risks described in the 2025 Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or operating results. There have been no material changes to the risk factors previously disclosed in the 2025 Form 10-K.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no unregistered sales of equity securities during the second quarter of 2026 other than those previously reported in a Current Report on Form 8-K.
To repurchase shares of our common stock, we periodically enter into share repurchase agreements, open-market transactions, and/or other transactions in accordance with applicable federal securities laws. Before repurchasing our shares, we consider the market price of our common stock, the nature of other investment opportunities, available liquidity, cash flows from operations, general business and economic conditions, and other relevant factors.
There were no share repurchases during the second quarter of 2026. At June 30, 2026, the remaining amount authorized by the Board of Directors for future share repurchases was $166.6 million with no time limitation. All purchases are made pursuant to a previously announced plan.
Month | | Total | | Average | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(1) | ||||
(in millions, except share and price per share data) | ||||||||||||
April | — | $ | — | — | $ | - | ||||||
May | — | $ | — | — | $ | - | ||||||
June | — | $ | — | — | $ | - | ||||||
Total | — | $ | — | — | ||||||||
(1) On August 3, 2022, we announced that our Board approved an increase to the authorized amount under the existing share repurchase program by $97.6 million to $200.0 million, with no time limitation.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
None
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ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
During the three months ended June 30, 2026, except as described below, none of our directors or Section 16 officers adopted or
Name and Title | Date of Adoption | Duration of the Trading Arrangement (1) | Aggregate Number of Shares to be Sold |
Until | Up to | ||
Until | Up to | ||
Until | |||
Until | |||
Until | Up to |
(1) The Rule 10b5-1 trading arrangement also provides for termination prior to the above-listed expiration date following the occurrence of certain events, such as public announcement of a tender offer, exchange offer, or certain merger and acquisition, reorganization, or recapitalization transactions or the bankruptcy, insolvency, or death of the adopting person.
(2) Includes 6,042 shares of common stock issuable upon exercise of options.
(3) The aggregate number of shares available for sale under Mr. Oldham's Rule 10b5-1 trading arrangement is not yet determinable because the trading arrangement includes shares issuable pursuant to unvested PSUs for the performance period ended February 28, 2027, which are subject to tax withholding obligations that arise in connection with the vesting and settlement of such awards and the satisfaction of certain applicable performance goals. As such, the shares included in this table reflect the aggregate number of shares expressly specified in the trading arrangement and exclude shares that may become available for sale pursuant to such PSU award.
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ITEM 6. EXHIBITS
The exhibits listed in the following index are filed as part of this Quarterly Report on Form 10-Q.
Exhibit | Incorporated by Reference | |||||
|---|---|---|---|---|---|---|
Number | Description | Form | File No. | Exhibit | Filing Date | |
3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation | 8-K | 000-26966 | 3.1 | May 8, 2026 | |
4.1 | Indenture, dated as of May 18, 2026, between Advanced Energy Industries, Inc. and U.S. Bank Trust Company, National Association, as trustee | 8-K | 000-26966 | 4.1 | May 18, 2026 | |
4.2 | Form of Global 0% Convertible Senior Note due 2031 (included in Exhibit 4.1) | 8-K | 000-26966 | 4.2 | May 18, 2026 | |
10.1 | Form of Capped Call Confirmation | 8-K | 000-26966 | 10.1 | May 18, 2026 | |
10.2 | Form of Exchange Agreement | 8-K | 000-26966 | 10.2 | May 18, 2026 | |
10.3 | Form of Bond Hedge Unwind Agreement | 8-K | 000-26966 | 10.3 | May 18, 2026 | |
10.4 | Form of Warrant Unwind Agreement | 8-K | 000-26966 | 10.4 | May 18, 2026 | |
10.5 | Second Amended and Restated 2023 Omnibus Incentive Plan | 8-K | 000-26966 | 10.1 | May 8, 2026 | |
31.1 | Certification of the Chief Executive Officer Pursuant to Rule 13a 14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith | ||||
31.2 | Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith | ||||
32.1 | Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Filed herewith | ||||
32.2 | Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Filed herewith | ||||
101.INS | Inline XBRL Instance Document (The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | Filed herewith | ||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | Filed herewith | ||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | Filed herewith | ||||
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Exhibit | Incorporated by Reference | |||||
|---|---|---|---|---|---|---|
Number | Description | Form | File No. | Exhibit | Filing Date | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | Filed herewith | ||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | Filed herewith | ||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | Filed herewith | ||||
104 | Cover Page Interactive Data File (Formatted in Inline XBRL and contained in Exhibit 101) | Filed herewith | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ADVANCED ENERGY INDUSTRIES, INC. | |||
Dated: | August 3, 2026 | /s/ Paul Oldham | |
Paul Oldham | |||
Chief Financial Officer and Executive Vice President | |||
/s/ Bernard R. Colpitts, Jr. | |||
Bernard Colpitts, Jr. | |||
Chief Accounting Officer and Controller | |||
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