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Veeco Instruments (NASDAQ: VECO) details Q2 results and 2026 guidance

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Veeco Instruments reported Q2 2026 net sales of $193.5 million, up from $166.1 million a year earlier. GAAP net income was $11.9 million, or $0.18 per diluted share, compared with $11.7 million, or $0.20 per diluted share, in Q2 2025. On a non-GAAP basis, net income was $21.8 million, or $0.33 per diluted share, versus $21.5 million and $0.36 a year ago.

For the six months ended June 30, 2026, net sales were $351.8 million and GAAP net income was $11.5 million. As of June 30, 2026, cash and cash equivalents were $214.5 million, short-term investments were $214.9 million, long-term debt was $226.5 million, and stockholders’ equity totaled $902.8 million.

For Q3 2026, Veeco guides net sales to $200–$220 million, GAAP diluted EPS to $0.20–$0.35, and non-GAAP diluted EPS to $0.34–$0.49. Full-year 2026 guidance calls for net sales of $780–$810 million, GAAP diluted EPS of $0.78–$1.36, and non-GAAP diluted EPS of $1.02–$1.61. Management highlights AI-driven demand for its semiconductor process equipment and notes that its outlook is subject to risks, including completion of a pending merger with Axcelis and global trade conditions.

Positive

  • Q2 2026 net sales reached $193.5M, up from $166.1M in Q2 2025, delivering double-digit year-over-year revenue growth.

Negative

  • GAAP diluted EPS declined to $0.18 in Q2 2026 from $0.20 a year earlier, as higher operating expenses, including merger-related costs, offset revenue growth.

Filing Explained

The headline’s strength is sales-led, while GAAP diluted EPS declined year over year.

The August 5 Form 8-K reports the completed quarter ended June 30, 2026 under Item 2.02 and furnishes the results release and presentation as exhibits. As a results disclosure, it updates existing common holders on reported earnings per share and the company’s financial position, rather than documenting a new ownership or financing mechanism.

Form 8-K reports specified material events, and this filing uses Item 2.02 for results of operations and financial condition. The filing states that the Item 2.02 and 9.01 information is furnished, so it is not deemed filed for Section 18 purposes or incorporated by reference except through specific reference.

Non-GAAP results exclude items including share-based compensation, amortization, restructuring-related charges, and acquisition-related items, so the non-GAAP figures are supplemental rather than substitutes for GAAP results. Q2 diluted EPS used 66,782 thousand weighted-average shares, including 1,972 thousand potentially dilutive awards and 3,746 thousand from the 2029 convertible senior notes, compared with 61,064 thousand basic shares.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Net Sales $193.5 million Quarter ended June 30, 2026; up from $166.1 million in Q2 2025
Q2 2026 GAAP Net Income $11.9 million Quarter ended June 30, 2026; compared with $11.7 million in Q2 2025
Q2 2026 GAAP Diluted EPS $0.18 Quarter ended June 30, 2026; down from $0.20 in Q2 2025
Q2 2026 Non-GAAP Diluted EPS $0.33 Quarter ended June 30, 2026; versus $0.36 in Q2 2025
Cash and Cash Equivalents $214,458 thousand Balance as of June 30, 2026
Long-Term Debt $226,543 thousand Balance as of June 30, 2026
2026 Net Sales Guidance $780–$810 million Guidance for the year ending December 31, 2026
2026 Non-GAAP Diluted EPS Guidance $1.02–$1.61 Guidance for the year ending December 31, 2026
Non-GAAP financial measures financial
"These Non-GAAP financial measures exclude items such as share-based compensation"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Convertible Senior Notes financial
"the impact of our indebtedness, including our convertible senior notes and our capped call"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
operating lease right-of-use assets financial
"Operating lease right-of-use assets were 23,634 as of June 30, 2026"
An operating lease right-of-use (ROU) asset is an accounting entry that shows the value of a leased item you have the legal right to use—like a building, vehicle, or equipment—recorded on a company’s balance sheet along with the corresponding lease obligation. Investors care because it adds to reported assets and liabilities, changing measures like leverage and return on assets much like bringing a long-term rental onto the company’s financial snapshot, which can affect credit terms and valuation.
contract assets financial
"Contract assets totaled 23,430 in current assets at June 30, 2026"
Contract assets are amounts a company has earned by doing work or delivering goods under a customer agreement but has not yet billed or collected because certain contract conditions remain. Think of it as completed work sitting in a company’s toolbox waiting for an invoice trigger. For investors, growing contract assets signal future cash and revenue potential but also raise questions about timing, cash collection risk and the real strength of reported sales.
Net sales $193.5 million up from $166.1 million in Q2 2025
GAAP net income $11.9 million slightly above $11.7 million in Q2 2025
GAAP diluted EPS $0.18 down from $0.20 in Q2 2025
Non-GAAP diluted EPS $0.33 compared with $0.36 in Q2 2025
Guidance

For Q3 2026, Veeco guides net sales to $200–$220 million with GAAP diluted EPS of $0.20–$0.35 and non-GAAP diluted EPS of $0.34–$0.49. For full-year 2026, it expects net sales of $780–$810 million, GAAP diluted EPS of $0.78–$1.36, and non-GAAP diluted EPS of $1.02–$1.61.

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

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FAQ

What were Veeco Instruments (VECO) Q2 2026 revenue and earnings?

Veeco reported Q2 2026 net sales of $193.5 million, up from $166.1 million in Q2 2025. GAAP net income was $11.9 million, or $0.18 per diluted share, while non-GAAP diluted EPS was $0.33.

How did Veeco Instruments (VECO) GAAP and non-GAAP results compare in Q2 2026?

In Q2 2026, Veeco’s GAAP net income was $11.9 million with diluted EPS of $0.18. On a non-GAAP basis, net income was $21.8 million and diluted EPS was $0.33, reflecting adjustments for share-based compensation, amortization, and merger-related items.

What guidance did Veeco Instruments (VECO) provide for Q3 2026?

For Q3 2026, Veeco guides net sales to $200–$220 million. GAAP diluted EPS is guided to $0.20–$0.35, while non-GAAP diluted EPS is expected between $0.34 and $0.49, based on projected operating performance and adjustments.

What is Veeco Instruments (VECO) full-year 2026 financial outlook?

For 2026, Veeco expects net sales of $780–$810 million. GAAP diluted EPS guidance is $0.78–$1.36, and non-GAAP diluted EPS is guided to $1.02–$1.61, incorporating share-based compensation, amortization, and merger-related adjustments.

What does the Veeco Instruments (VECO) balance sheet show after Q2 2026?

As of June 30, 2026, Veeco held $214.5 million in cash and cash equivalents and $214.9 million in short-term investments. Long-term debt was $226.5 million, with total stockholders’ equity of $902.8 million, supporting its capital structure.

How does the pending Axcelis merger factor into Veeco Instruments (VECO) outlook?

Veeco’s forward-looking statements reference a pending merger with Axcelis, noting risks such as obtaining regulatory approval in China, potential delays or termination, business disruption, and impacts on financial results, cash flows, and stock price if the transaction does not proceed as expected.
0000103145false00001031452026-08-052026-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 5, 2026

VEECO INSTRUMENTS INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)

0-16244
(Commission
File Number)

11-2989601
(IRS Employer
Identification No.)

Terminal Drive, Plainview, New York 11803

(Address of principal executive offices)

(516) 677-0200

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

VECO

The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

Item 2.02 Results of Operations and Financial Condition.

On August 5, 2026, Veeco Instruments Inc. (“Veeco”) issued a press release announcing its financial results for the quarter ended June 30, 2026. In connection with the release and the related conference call, Veeco posted a presentation relating to its second quarter 2026 financial results on its website (www.veeco.com). Copies of the press release and presentation are furnished as Exhibit 99.1 and Exhibit 99.2 to this report.

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits.

EXHIBIT INDEX

Exhibit

  ​

Description

99.1

Press release issued by Veeco dated August 5, 2026

99.2

Veeco Q2 2026 Conference Call Presentation August 5, 2026

104

Cover Page Interactive Data File (formatted as inline XBRL).

Limitation on Incorporation by Reference

In accordance with general instruction B.2 of Form 8-K, the information in this report, including exhibits, is furnished pursuant to Items 2.02 and 9.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall this information or exhibits be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

2

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 hereunto duly authorized.

August 5, 2026

VEECO INSTRUMENTS INC.

By:

/s/ Kirk Mackey

Name: Kirk Mackey

Title: Vice President, General Counsel

EXHIBIT 99.1

Graphic

VEECO REPORTS SECOND QUARTER 2026 FINANCIAL RESULTS

Second Quarter 2026 Highlights:

Revenue of $193.5 million, compared with $166.1 million in the same period last year
GAAP net income of $11.9 million, or $0.18 per diluted share, compared with $11.7 million, or $0.20 earnings per diluted share in the same period last year
Non-GAAP net income of $21.8 million, or $0.33 per diluted share, compared with $21.5 million, or $0.36 per diluted share in the same period last year

Plainview, N.Y., August 5, 2026 -- Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its second quarter ended June 30, 2026. Results are reported in accordance with U.S. generally accepted accounting principles (“GAAP”) and are also reported adjusting for certain items (“Non-GAAP”). A reconciliation between GAAP and Non-GAAP operating results is provided at the end of this press release.  

U.S. Dollars in millions, except per share data

GAAP Results

 

Q2 '26

Q2 '25

Revenue

$

193.5

$

166.1

Net income

$

11.9

$

11.7

Diluted earnings per share

$

0.18

$

0.20

Non-GAAP Results

 

Q2 '26

Q2 '25

Operating income

$

23.1

$

23.1

Net income

$

21.8

$

21.5

Diluted earnings per share

$

0.33

$

0.36

“Veeco delivered strong quarterly results, exceeding market expectations while continuing to build momentum across our business,” said Bill Miller, Ph.D., Veeco’s Chief Executive Officer. “The rapid expansion of AI is driving increased demand across our broad portfolio of advanced technologies, resulting in robust order activity and deeper customer engagement throughout our markets. Supported by growing visibility into 2027 and the execution of our manufacturing expansion strategy, we remain confident in our long-term growth outlook.”

1


Guidance and Outlook

The following guidance is provided for Veeco’s third quarter 2026:

Revenue is expected in the range of $200 million to $220 million
GAAP diluted earnings per share are expected in the range of $0.20 to $0.34
Non-GAAP diluted earnings per share are expected in the range of $0.35 to $0.49

The following revised guidance is provided for Veeco’s fiscal year 2026:

Revenue is expected in the range of $780 million to $810 million
GAAP diluted earnings per share are expected in the range of $0.78 to $1.02
Non-GAAP diluted earnings per share are expected in the range of $1.36 to $1.61

Conference Call Information

A conference call reviewing these results has been scheduled for today, August 5, 2026 starting at 5:00pm ET. To join the call, dial 1-877-407-8029 (toll-free) or 1-201-689-8029. Participants may also access a live webcast of the call by visiting the investor relations section of Veeco's website at ir.veeco.com. A replay of the webcast will be made available on the Veeco website that evening. We will post an accompanying slide presentation to our website prior to the beginning of the call.

About Veeco

Veeco (NASDAQ: VECO) is an innovative manufacturer of semiconductor process equipment. Our laser annealing, ion beam, metal organic chemical vapor deposition (MOCVD), single wafer etch & clean and lithography technologies play an integral role in the fabrication and packaging of advanced semiconductor devices. With equipment designed to optimize performance, yield and cost of ownership, Veeco holds leading technology positions in the markets we serve. To learn more about Veeco’s systems and service offerings, visit www.veeco.com.

No Offer or Solicitation

 

This communication is not intended to and shall not constitute an offer to purchase or the solicitation of an offer to buy or sell any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

Forward-looking Statements

This press release contains “forward-looking statements”, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, as amended, that are based on management’s expectations, estimates, projections and assumptions. Words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, those regarding anticipated growth and trends in our businesses and markets, including trends related to artificial intelligence and high-performance computing, industry outlooks and demand drivers, statements regarding the pending merger with Axcelis, the timing of shipments, deliveries and revenue recognition, statements regarding shipments currently being held by U.S. Customs, our investment and growth strategies, our development of new products and technologies, our business outlook for current and future periods, our ongoing transformation initiative and the effects thereof on our operations and financial results, the timing, completion and expected benefits of the proposed transaction and other statements that are not historical facts. These statements and their underlying assumptions are subject to risks and uncertainties and are not guarantees of future performance. Factors that could cause actual results to differ materially from those expressed or implied by such statements include, without limitation: the level of demand for our products; global economic and industry conditions; global trade issues, including the effects of foreign and domestic tariffs and the ongoing trade disputes between the U.S. and China, and changes in trade and export license policies; our dependency on third-party suppliers and outsourcing partners; the timing of customer orders; our ability to develop, deliver and support new products and technologies; our ability to expand our current markets, increase market share and develop new markets; the concentrated nature of our customer base; cybersecurity attacks and our ability to safeguard sensitive information and protect our intellectual property rights in key technologies; the effects of regional or global health epidemics; delays in or failure to complete the proposed transaction, whether due to an inability by either party to satisfy one or more conditions to closing, including an inability to obtain regulatory approval in China, the occurrence of events or changes in circumstances that give rise to the termination of the applicable merger agreement by either party, or otherwise; risks related to the pendency of the proposed transaction and its effect on our business, financial condition, results of operations, cash flows and stock price; our ability to achieve the objectives of operational and strategic initiatives and attract, motivate and retain key employees, including as a result of the proposed transaction; diversion of management time and attention from ordinary course business operations to the proposed transaction and other potential disruptions to our business relating thereto; the variability of

2


results among products and end-markets, and our ability to accurately forecast future results, market conditions, and customer requirements; the impact of our indebtedness, including our convertible senior notes and our capped call transactions; and other risks and uncertainties described in our SEC filings on Forms 10-K, 10-Q and 8-K, and from time-to-time in our other SEC reports. All forward-looking statements speak only to management’s expectations, estimates, projections and assumptions as of the date of this press release. The Company does not undertake any obligation to update or publicly revise any forward-looking statements to reflect events, circumstances or changes in expectations after the date of this press release.

 

-financial tables attached-

Veeco Contacts:

Investor Relations: Alex Delacroix (516) 528-1020adelacroix@veeco.com

Media: Brenden Wright (410) 984-2610bwright@veeco.com

3


Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)
(unaudited)

Three months ended June 30,

Six months ended June 30,

 

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

 

Net sales

 

$

193,481

 

$

166,104

 

$

351,822

 

$

333,396

Cost of sales

 

118,649

 

97,377

 

221,162

 

196,202

Gross profit

 

74,832

 

68,727

 

130,660

 

137,194

Operating expenses, net:

Research and development

 

33,343

 

31,560

 

63,218

 

60,074

Selling, general, and administrative

 

27,629

 

23,927

 

53,645

 

48,955

Amortization of intangible assets

 

607

 

821

 

1,312

 

1,642

Merger costs

 

1,464

 

 

3,476

 

Other operating expense (income), net

 

(64)

 

49

 

(186)

 

5

Total operating expenses, net

 

62,979

 

56,357

 

121,465

 

110,676

Operating income

 

11,853

 

12,370

 

9,195

 

26,518

Interest income (expense), net

 

1,171

 

905

 

2,346

 

1,741

Other income (expense), net

(653)

(653)

Income before income taxes

 

13,024

 

12,622

 

11,541

 

27,606

Income tax expense

 

1,167

 

889

 

8

 

3,926

Net income

 

$

11,857

 

$

11,733

 

$

11,533

 

$

23,680

Income per common share:

Basic

 

$

0.19

 

$

0.20

 

$

0.19

 

$

0.41

Diluted

 

$

0.18

 

$

0.20

 

$

0.18

 

$

0.40

Weighted average number of shares:

Basic

 

61,064

 

59,076

 

60,777

 

58,434

Diluted

 

66,782

 

60,237

 

64,936

 

60,072

4


Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

(in thousands)

June 30,

December 31,

  ​ ​ ​

2026

  ​ ​ ​

2025

(unaudited)

Assets

Current assets:

Cash and cash equivalents

$

214,458

$

163,466

Short-term investments

 

214,940

 

226,763

Accounts receivable, net

 

148,369

 

110,685

Contract assets

 

23,430

 

34,838

Inventories

 

292,495

 

275,298

Prepaid expenses and other current assets

 

36,582

 

34,286

Total current assets

 

930,274

 

845,336

Property, plant and equipment, net

 

110,265

 

108,646

Operating lease right-of-use assets

23,634

 

24,606

Intangible assets, net

 

4,384

 

5,696

Goodwill

 

214,964

 

214,964

Deferred income taxes

 

124,045

 

122,935

Other assets

 

6,899

 

3,612

Total assets

$

1,414,465

$

1,325,795

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$

57,480

$

55,345

Accrued expenses and other current liabilities

 

54,087

 

45,503

Contract liabilities

 

123,682

 

74,161

Income taxes payable

 

1,720

 

3,048

Total current liabilities

 

236,969

 

178,057

Deferred income taxes

 

492

 

532

Long-term debt

 

226,543

 

226,009

Long-term operating lease liabilities

30,470

 

31,837

Other liabilities

 

17,209

 

3,852

Total liabilities

 

511,683

 

440,287

Total stockholders’ equity

 

902,782

 

885,508

Total liabilities and stockholders’ equity

$

1,414,465

$

1,325,795

Note on Reconciliation Tables

The below tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with GAAP. These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and certain integration costs.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including Non-GAAP Operating income (loss), which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

5


Reconciliation of GAAP to Non-GAAP Financial Data (Q2 2026)

(in thousands)
(unaudited)

Non-GAAP Adjustments

 

Share-Based

 

Three months ended June 30, 2026

  ​ ​ ​

GAAP

  ​ ​ ​

Compensation

  ​ ​ ​

Amortization

  ​ ​ ​

Other

  ​ ​ ​

Non-GAAP

 

Net sales

$

193,481

$

193,481

 

Gross profit

 

74,832

 

1,600

 

 

76,432

Gross margin

 

38.7

%

 

39.5

%

Operating expenses

 

62,979

 

(7,615)

(607)

(1,464)

53,293

Operating income

 

11,853

 

9,215

607

 

1,464

^

23,139

Net income

 

11,857

 

9,215

 

607

 

71

^

21,750


^

- See table below for additional details.

Other Non-GAAP Adjustments (Q2 2026)

(in thousands)
(unaudited)

Three months ended June 30, 2026

  ​ ​ ​

Merger related expenses

$

1,464

Subtotal

1,464

Non-cash interest expense

 

290

Non-GAAP tax adjustment *

 

(1,683)

Total Other

$

71


*

- The ‘with or without’ method is utilized to determine the income tax effect of all Non-GAAP adjustments.

Net Income per Common Share (Q2 2026)

(in thousands, except per share amounts)
(unaudited)

Three months ended June 30, 2026

GAAP

Non-GAAP

Numerator:

Net income available to common shareholders

$

11,857

$

21,750

Denominator:

Basic weighted average shares outstanding

61,064

61,064

Effect of potentially dilutive share-based awards

1,972

1,972

Dilutive effect of 2029 Convertible Senior Notes

 

3,746

 

 

3,746

Diluted weighted average shares outstanding

66,782

66,782

Net income per common share:

Basic

$

0.19

$

0.36

Diluted

$

0.18

$

0.33


6


Reconciliation of GAAP to Non-GAAP Financial Data (Q2 2025)

(in thousands)
(unaudited)

Non-GAAP Adjustments

 

Share-based

Three months ended June 30, 2025

  ​ ​ ​

GAAP

  ​ ​ ​

Compensation

  ​ ​ ​

Amortization

  ​ ​ ​

Other

  ​ ​ ​

Non-GAAP

Net sales

$

166,104

$

166,104

Gross profit

 

68,727

 

1,991

 

 

70,718

Gross margin

 

41.4

%  

42.6

%

Operating expenses

 

56,357

 

(7,660)

(821)

(255)

47,621

Operating income

 

12,370

 

9,651

821

 

255

^

23,097

Net income

 

11,733

 

9,651

 

821

 

(670)

^

21,535


^

- See table below for additional details.

Other Non-GAAP Adjustments (Q2 2025)

(in thousands)
(unaudited)

Three months ended June 30, 2025

Other

$

255

Subtotal

255

Non-cash interest expense

 

292

Other (income) expense, net

653

Non-GAAP tax adjustment *

 

(1,870)

Total Other

$

(670)


*

- The ‘with or without’ method is utilized to determine the income tax effect of all Non-GAAP adjustments.

Net Income per Common Share (Q2 2025)

(in thousands, except per share amounts)
(unaudited)

Three months ended June 30, 2025

GAAP

Non-GAAP

Numerator:

Net income

  ​ ​ ​

$

11,733

  ​ ​ ​

$

21,535

Interest expense associated with 2025 and 2027 Convertible Senior Notes

 

125

 

 

113

Net income available to common shareholders

$

11,858

$

21,648

Denominator:

Basic weighted average shares outstanding

59,076

59,076

Effect of potentially dilutive share-based awards

257

257

Dilutive effect of 2027 Convertible Senior Notes (1)

 

904

 

 

685

Diluted weighted average shares outstanding

60,237

60,018

Net income per common share:

Basic

$

0.20

$

0.36

Diluted

$

0.20

$

0.36


(1)- The non-GAAP incremental dilutive shares includes the impact of the Company’s capped call transaction issued concurrently with our 2027 Notes, and as such, an effective conversion price of $18.46 is used when determining incremental shares to add to the dilutive share count. The GAAP incremental dilutive shares does not include the impact of the Company’s capped call transaction, and as such, an effective conversion price of $13.98 is used when determining incremental shares to add to the dilutive share count.

7


Reconciliation of GAAP Net Income to Non-GAAP Operating Income (Q2 2026 and 2025)

(in thousands)
(unaudited)

  ​ ​ ​

Three months ended

  ​ ​ ​

Three months ended

June 30, 2026

June 30, 2025

GAAP Net income

$

11,857

$

11,733

Share-based compensation

 

9,215

 

9,651

Amortization

 

607

 

821

Merger related expenses

 

1,464

 

Interest (income) expense, net

 

(1,171)

 

(905)

Other

908

Income tax expense (benefit)

 

1,167

 

889

Non-GAAP Operating income

$

23,139

$

23,097

Reconciliation of GAAP to Non-GAAP Financial Data (Q3 2026)

(in millions, except per share amounts)

(unaudited)

Non-GAAP Adjustments

 

Guidance for the three months ending

Share-based

 

September 30, 2026

GAAP

Compensation

Amortization

  ​ ​Other    

Non-GAAP

 

Net sales

  ​ ​ ​

$

200

  ​ ​ ​

-

  ​ ​ ​

$

220

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

$

200

  ​ ​ ​

-

  ​ ​ ​

$

220

Gross profit

 

80

 

-

 

92

 

1

 

 

 

82

 

-

 

93

Gross margin

 

40%

-

 

42%

 

 

 

41%

-

 

42%

Operating expenses

66

 

-

 

67

(8)

(1)

57

 

-

 

58

Operating income

14

-

25

9

1

25

-

35

Net income

$

14

 

-

$

23

 

9

 

$

23

 

-

$

33

Income per diluted common share

$

0.20

 

-

$

0.34

 

  ​

 

  ​

 

  ​

$

0.35

 

-

$

0.49

Income per Diluted Common Share (Q3 2026)

(in millions, except per share amounts)

(unaudited)

Guidance for the three months ending September 30, 2026

GAAP

Non-GAAP

Numerator:

Net income available to common shareholders

  ​ ​ ​

$

14

  ​ ​ ​

-

  ​ ​ ​

$

23

  ​ ​ ​

$

23

  ​ ​ ​

-

  ​ ​ ​

$

33

Denominator:

Basic weighted average shares outstanding

61

-

61

61

-

61

Effect of potentially dilutive share-based awards

2

 

-

2

2

 

-

2

Dilutive effect of 2029 Convertible Senior Notes

 

4

-

 

4

 

 

4

-

 

4

Diluted weighted average shares outstanding

67

-

67

67

-

67

Net income per common share:

Income per diluted common share

$

0.20

-

$

0.34

$

0.35

-

$

0.49

8


Reconciliation of GAAP Net Income to Non-GAAP Operating Income (Q3 2026)

(in millions)
(unaudited)

Guidance for the three months ending September 30, 2026

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

GAAP Net income

$

14

 

-

$

23

Share-based compensation

 

9

 

-

 

9

Merger related expense

1

-

1

Interest expense (income)

(1)

-

(1)

Income tax expense

2

-

3

Non-GAAP Operating income

$

25

 

-

$

35

Note: Amounts may not calculate precisely due to rounding.

Reconciliation of GAAP to Non-GAAP Financial Data (FY 2026)

(in millions, except per share amounts)

(unaudited)

Non-GAAP Adjustments

Guidance for the year ending

Share-based

December 31, 2026

GAAP

Compensation

Amortization

  ​ ​Other    

Non-GAAP

Net sales

  ​ ​ ​

$

780

  ​ ​ ​

-

  ​ ​ ​

$

810

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

$

780

  ​ ​ ​

-

  ​ ​ ​

$

810

Gross profit

 

306

 

-

 

334

 

6

 

 

 

312

 

-

 

340

Gross margin

 

39%

-

 

41%

 

 

 

40%

-

 

42%

Operating expenses

253

 

-

 

263

(30)

(2)

(6)

215

 

-

 

225

Operating income

53

-

71

36

2

6

97

-

115

Net income

$

52

 

-

$

68

 

36

 

2

1

$

91

 

-

$

107

Income per diluted common share

$

0.78

 

-

$

1.02

 

  ​

 

  ​

 

  ​

$

1.36

 

-

$

1.61

Income per Diluted Common Share (FY 2026)

(in millions, except per share amounts)

(unaudited)

Guidance for the year ending December 31, 2026

GAAP

Non-GAAP

Numerator:

Net income available to common shareholders

  ​ ​ ​

$

52

  ​ ​ ​

-

  ​ ​ ​

$

68

  ​ ​ ​

$

91

  ​ ​ ​

-

  ​ ​ ​

$

107

Denominator:

Basic weighted average shares outstanding

62

-

62

62

-

62

Effect of potentially dilutive share-based awards

1

 

-

1

1

 

-

1

Dilutive effect of 2029 Convertible Senior Notes

 

4

-

 

4

 

 

4

-

 

4

Diluted weighted average shares outstanding

67

-

67

67

-

67

Net income per common share:

Income per diluted common share

$

0.78

-

$

1.02

$

1.36

-

$

1.61

9


Reconciliation of GAAP Net Income to Non-GAAP Operating Income (FY 2026)

(in millions)
(unaudited)

Guidance for the year ending December 31, 2026

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

GAAP Net income

$

52

 

-

$

68

Share-based compensation

 

36

 

-

 

36

Amortization

 

2

 

-

 

2

Merger related expense

6

-

6

Interest expense (income)

(4)

-

(4)

Income tax expense

5

-

7

Non-GAAP Operating income

$

97

 

-

$

115

10


Exhibit 99.2

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Q2 2026 Financial Results Conference Call August 5th, 2026 Veeco Instruments 1

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2 Disclaimer No Offer or Solicitation This communication is not intended to and shall not constitute an offer to purchase or the solicitation of an offer to buy or sell any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Forward-looking Statements This presentation contains “forward-looking statements”, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, as amended, that are based on management’s expectations, estimates, projections and assumptions. Words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, those regarding anticipated growth and trends in our businesses and markets, industry outlooks and demand drivers, including trends related to artificial intelligence and high-performance computing, statements regarding the pending merger with Axcelis, the timing of shipments, deliveries and revenue recognition, statements regarding shipments currently being held by U.S. Customers, our investment and growth strategies, our development of new products and technologies, our business outlook for current and future periods, our ongoing transformation initiative and the effects thereof on our operations and financial results, the timing, completion and expected benefits of the proposed transaction and other statements that are not historical facts. These statements and their underlying assumptions are subject to risks and uncertainties and are not guarantees of future performance. Factors that could cause actual results to differ materially from those expressed or implied by such statements include, without limitation: the level of demand for our products; global economic and industry conditions; global trade issues, including the effects of foreign and domestic tariffs and the ongoing trade disputes between the U.S. and China, and changes in trade and export license policies; our dependency on third-party suppliers and outsourcing partners; the timing of customer orders; our ability to develop, deliver and support new products and technologies; our ability to expand our current markets, increase market share and develop new markets; the concentrated nature of our customer base; cybersecurity attacks and our ability to safeguard sensitive information and protect our intellectual property rights in key technologies; the effects of regional or global health epidemics; delays in or failure to complete the proposed transaction, whether due to an inability by either party to satisfy one or more conditions to closing, including an inability to obtain regulatory approval in China, the occurrence of events or changes in circumstances that give rise to the termination of the applicable merger agreement by either party, or otherwise; risks related to the pendency of the proposed transaction and its effect on our business, financial condition, results of operations, cash flows and stock price; our ability to achieve the objectives of operational and strategic initiatives and attract, motivate and retain key employees, including as a result of the proposed transaction; diversion of management time and attention from ordinary course business operations to the proposed transaction and other potential disruptions to our business relating thereto; the variability of results among products and end-markets, and our ability to accurately forecast future results, market conditions, and customer requirements; the impact of our indebtedness, including our convertible senior notes and our capped call transactions; and other risks and uncertainties described in our SEC filings on Forms 10-K, 10-Q and 8-K, and from time-to-time in our other SEC reports. All forward-looking statements speak only to management’s expectations, estimates, projections and assumptions as of the date of this presentation. The Company does not undertake any obligation to update or publicly revise any forward-looking statements to reflect events, circumstances or changes in expectations after the date of this presentation. Non-GAAP Financial Measures This presentation also includes references to financial measures that are calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles in the United States of America (“GAAP”). These non-GAAP measures include, but are not limited to, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP net income and non-GAAP diluted earnings per share. Any non-GAAP financial measures used in this presentation are in addition to, and should not be considered superior to, or a substitute for, financial statements prepared in accordance with GAAP. Non-GAAP financial measures should not be considered in isolation or as an alternative to financial statements prepared in accordance with GAAP and are subject to significant inherent limitations. We believe these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Veeco's financial condition and results of operations. The non-GAAP measures presented herein should not be comparable to similar non-GAAP measures presented by other companies. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. A reconciliation of non-GAAP financial measures used in this presentation to the most directly comparable GAAP financial measures is included in the Appendix.

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Bill Miller, Ph.D. CEO Overview 3

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4 Q2 2026 Highlights 1. Strong performance and street beat 2. Acceleration of order momentum across all major end markets; strengthening 2027 visibility • Secured $200M in Advanced Packaging orders 3. Executing manufacturing expansion plan; deliberate investments ahead of 2027 revenue 4. Achieved major milestones for next-generation NSA program Revenue $193M Non-GAAP Operating Income $23M Non-GAAP EPS 0.33₵ Key Takeaways

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2026 2030 Total Served Available Market Annealing IBD Advanced Packaging Services & Other 5 Veeco’s Critical Role in Semi Manufacturing & SAM Expansion Deposition Lithography Etch Ion Implant Anneal Inspection Adv. Packaging IBD 300 IBD EUV LSA Wet Processing Litho FRONT END Representative Process Steps BACK END NSA Key Process 2026 2030 Annealing Laser Spike Annealing (LSA) ~$800M ~$1.3B Nanosecond Annealing (NSA) Ion Beam Deposition IBD300 Front End Semi ~$120M ~$500M IBD Extreme Ultraviolet (EUV) Mask Blanks & Pellicles Advanced Packaging Wet Processing and Lithography ~$600M ~$1.0B Projected ~12% CAGR ~$1.7B ~$3.0B New products Driving revenue

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6 Compound Semi Projected SAM Growth Source: Veeco Served Available Market based on TrendFocus, Gartner, Yole Group and internal analysis Key Driver 2026 2030 Silicon Photonics (InP Lasers) • Lumina® MOCVD InP platform • WaferEtch® and WaferStorm® systems • Spector® IBD for laser diode facets coatings ~$300M ~$700M Other Photonics • Lumina® MOCVD platform for red MicroLED and solar cells • Propel® 300 for GaN on Si MicroLED for AR / VR and optical communications ~$300M ~$550M GaN Power • Propel® single wafer MOCVD platform for 200mm and 300mm GaN • Propel® 300mm GaN on Si evaluation system at leading IDM customer • Received Propel® 300mm pilot line order in 2H ‘25 ~$150M ~$250M Veeco’s Technology Supports AI, Power Efficiency, and Advanced Connectivity, which are Reshaping the Industry 2026 2030 Total Served Available Market GaN Power Silicon Photonics Other Photonics RF & Other Services Projected ~15% CAGR ~$1.0B ~$2.0B

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7 Veeco’s Critical Role in Compound Semi: Indium Phosphide Laser Solutions Repeat cycle depending on device Epitaxy Patterning Metallization Anneal / Cleave Etch Laser Facet Coating Lumina® MOCVD InP Platform Size of bubble represents approximate market opportunity Veeco Provides Differentiated Solutions for Key Steps in manufacturing InP Lasers Driven by AI Infrastructure Cumulative at least $2B Total Market Opportunity over the next several years WaferEtch® / WaferStorm® Wet Processing Spector® Ion Beam Deposition Source: Veeco Total Market Opportunity based on TrendFocus, Gartner, Yole Group and internal analysis

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John Kiernan CFO Overview 8

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9 Revenue by Market Scientific & Other Semiconductor Compound Semiconductor Data Storage 10% 11% 11% 68% United States $193M Revenue Trend ($M) Q2 25 Q1 26 Q2 26 Semiconductor 124 109 131 Compound Semi 14 19 21 Data Storage 12 10 22 Scientific & Other 16 20 20 Total 166 158 193 Revenue Trend ($M) Q2 25 Q1 26 Q2 26 APAC 98 90 70 USA 22 32 59 China 27 20 48 EMEA & ROW 18 16 16 Total 166 158 193 Q2 2026 Revenue by Market & Region Amounts may not calculate precisely due to rounding. Revenue by Region ROW is negligible 31% 25% 8% 36% United States EMEA & ROW APAC China

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10 Amounts may not calculate precisely due to rounding. A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. In millions (except per share amounts) GAAP Non-GAAP Non-GAAP Q1 26 Q2 26 Q1 26 Q2 26 Q2 26 Guidance (as of May 5th, 2026) Revenue $158.3 $193.5 $158.3 $193.5 $170M - $190M Gross Profit 55.8 74.8 57.3 76.4 Gross Margin 35.3% 38.7% 36.2% 39.5% 38% - 40% Operating Expenses 58.5 63.0 48.8 53.3 $52M - $55M Operating Income (Loss) (2.7) 11.9 8.6 23.1 Net Income (Loss) (0.3) 11.9 8.9 21.8 $12M - $21M Diluted Earnings Per Share (Loss) (0.01) 0.18 0.14 0.33 $0.20 - $0.32 Diluted Shares 60.4 66.8 61.9 66.8 Q2 2026 Operating Results

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11 Amounts may not calculate precisely due to rounding. A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. Balance Sheet and Cash Flow Highlights $ millions Q1 2026 Q2 2026 Cash & Short-Term Investments 383 429 Accounts Receivable 151 148 Inventories 282 292 Accounts Payable 60 57 Long-Term Debt 226 227 Cash Flow from Operations 8 51 Capital Expenditures 5 4 DSO (days) 86 69 DIO (days) 245 218 DPO (days) 54 44

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12 Q3 & FY 2026 Outlook A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. Q3 2026 FY 2026 GAAP Non-GAAP GAAP Non-GAAP Revenue $200M - $220M $200M - $220M $780M - $810M $780M - $810M Gross Margin 40% - 42% 41% - 42% 39% - 41% 40% - 42% Operating Expenses $66M - $67M $57M - $58M $253M - $263M $215M - $225M Net Income $14M – $23M $23M - $33M $52M - $68M $91M - $107M Diluted Earnings Per Share $0.20 – $0.34 $0.35 - $0.49 $0.78 - $1.02 $1.36 - $1.61

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Q&A 13

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Backup & Financial Tables 14

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15 $M 2022 2023 2024 2025 2026 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Semi 369.4 93.1 106.3 98.2 115.2 412.7 120.4 109.9 124.1 112.1 466.6 123.8 123.9 118.3 110.5 476.6 109.0 130.7 Compound Semi 121.2 21.2 24.1 25.7 16.3 87.3 21.0 18.2 15.6 22.8 77.6 14.4 14.2 10.9 20.1 59.6 18.8 20.5 Data Storage 87.5 21.5 13.9 34.0 19.1 88.5 18.0 34.0 32.8 14.1 98.9 6.7 12.4 10.0 10.2 39.2 10.2 22.2 Scientific & Other 68.0 17.7 17.4 19.6 23.4 78.0 15.1 13.8 12.4 33.0 74.2 22.4 15.7 26.7 24.2 88.9 20.3 20.1 Total 646.1 153.5 161.6 177.4 173.9 666.4 174.5 175.9 184.8 182.1 717.3 167.3 166.1 165.9 165.0 664.3 158.3 193.5 Historical Revenue by End-Market Amounts may not calculate precisely due to rounding.

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16 2029 Convertible Notes Outstanding Convertible Notes Due June 2029 Principal Amount Carrying Value Coupon Annual Cash Interest Annual Non-Cash Interest Initial Conversion Price $230M $227M 2.875% $6.6M $1.1M $29.22 As of June 30, 2026 * The Company is required to settle the principal amount of the 2029 Convertible Notes in cash,and has the option to settle the excess above principal in any combination of cash or shares. As such, only “in-the-money” shares above the implied conversion price of $29.22 are added to the diluted share count, and there is no interest expense add-back to the numerator for purposes of calculating diluted EPS. Effect of Convertible Notes on Diluted EPS (GAAP and Non-GAAP)* Average Stock Price per Common Share Incremental Dilutive Shares (in thousands) $29.00 - $30.00 205 $35.00 1,300 $40.00 2,121 $45.00 2,760 $50.00 3,271 $55.00 3,689 $60.00 4,037 $65.00 4,332 $70.00 4,585 $75.00 4,804 $80.00 4,996

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17 Note on Reconciliation Tables These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, incremental transaction-related compensation, and certain integration costs. These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors' operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including Non-GAAP Operating Income, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

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Supplemental Information—GAAP to Non-GAAP Reconciliation $ millions Q1 26 Q2 26 Net sales $158.3 $193.5 GAAP gross profit 55.8 74.8 GAAP gross margin 35.3% 38.7% Add: Share-based comp 1.5 1.6 Non-GAAP gross profit $57.3 $76.4 Non-GAAP gross margin 36.2% 39.5% $ millions Q1 26 Q2 26 GAAP Net income (loss) ($0.3) $11.9 Add: Share-based comp 8.5 9.2 Add: Amortization 0.7 0.6 Add: Merger related expenses 2.0 1.5 Add: Interest expense (income) (1.2) (1.2) Add: Tax expense (benefit) (1.2) 1.2 Non-GAAP operating income $8.6 $23.1 $ millions, except per share amounts Q1 26 Q2 26 GAAP Basic weighted average shares 60.4 61.1 GAAP Diluted weighted average shares 60.4 66.8 GAAP Basic EPS ($0.01) $0.19 GAAP Diluted EPS ($0.01) $0.18 GAAP Net income (loss) ($0.3) $11.9 Add: Share-based comp 8.5 9.2 Add: Amortization 0.7 0.6 Add: Merger related expenses 2.0 1.5 Add: Non-cash interest expense 0.2 0.3 Add: Tax adjustment from GAAP to Non-GAAP (2.3) (1.7) Non-GAAP net income 8.9 21.8 Non-GAAP basic EPS $0.15 $0.36 Non-GAAP diluted EPS $0.14 $0.33 Non-GAAP basic weighted average shares 60.4 61.1 Non-GAAP diluted weighted average shares 61.9 66.8 $ millions Q1 26 Q2 26 GAAP operating expenses $58.5 $63.0 Share-based compensation (7.0) (7.6) Amortization (0.7) (0.6) Merger related expenses (2.0) (1.5) Non-GAAP operating expenses $48.8 $53.3 Amounts may not calculate precisely due to rounding. 18

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$ millions Non-GAAP Adjustments GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $193.5 $193.5 Gross Profit 74.8 1.6 — — 76.4 Gross Margin 38.7% 39.5% Operating Expenses $63.0 (7.6) (0.6) (1.5) $53.3 Operating Income $11.9 9.2 0.6 1.5 $23.1 Net Income $11.9 9.2 0.6 0.1 $21.8 Q2 2026 Actual: GAAP to Non-GAAP Reconciliation Income per Diluted Common Share GAAP Non-GAAP Net Income available to common shareholders $11.9 $21.8 Basic weighted average common shares 61.1 61.1 Add: Dilutive effect of share-based awards 2.0 2.0 Add: Dilutive effect of 2029 Convertible Senior Notes 3.7 3.7 Diluted weighted average common shares 66.8 66.8 Basic income per common share $0.19 $0.36 Diluted income per common share $0.18 $0.33 Other Non-GAAP Adjustments Merger related expenses 1.5 Subtotal 1.5 Non-cash Interest Expense 0.3 Non-GAAP tax adjustment (1.7) Total Other $0.1 Amounts may not calculate precisely due to rounding.

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Reconciliation of GAAP to non-GAAP Financial Data Non-GAAP Adjustments GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $200–$220 $200–$220 Gross Profit 80–92 1 — — 82–93 Gross Margin 40%–42% 41%–42% Operating Expenses $66–$67 (8) — (1) $57–$58 Operating Income $14–$25 9 — 1 $25–$35 Net Income $14–$23 9 — — $23–$33 Income per Diluted Share $0.20–$0.34 $0.35–$0.49 Q3 2026 Guidance ($ millions, except per share amounts) Reconciliation of GAAP Net Income to non-GAAP Operating Income GAAP Net Income $14–$23 Share-Based Compensation 9 Merger related expenses 1 Interest expense (income) (1) Income tax expense (benefit) 2-3 Non-GAAP Operating Income $25–$35 Amounts may not calculate precisely due to rounding. Income per Diluted Common Share GAAP Non-GAAP Net income available to common shareholders $14–$23 $23–$33 Basic weighted average common shares 61 61 Add: Dilutive effect of share-based awards 2 2 Add: Dilutive effect of 2029 Convertible Senior Notes 4 4 Diluted weighted average common shares 67 67 Income per diluted common share $0.20-$0.34 $0.35-$0.49

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Reconciliation of GAAP to non-GAAP Financial Data Non-GAAP Adjustments GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $780–$810 $780–$810 Gross Profit 306–334 6 — — 312–340 Gross Margin 39%–41% 40%–42% Operating Expenses $253–$263 (30) (2) (6) $215–$225 Operating Income $53–$71 36 2 6 $97–$115 Net Income $52–$68 36 2 1 $91–$107 Income per Diluted Share $0.78–$1.02 $1.36–$1.61 FY 2026 Guidance ($ millions, except per share amounts) Reconciliation of GAAP Net Income to non-GAAP Operating Income GAAP Net Income $52–$68 Share-Based Compensation 36 Amortization 2 Merger related expenses 6 Interest expense (income) (4) Income tax expense (benefit) 5-7 Non-GAAP Operating Income $97–$115 Amounts may not calculate precisely due to rounding. Income per Diluted Common Share GAAP Non-GAAP Net income available to common shareholders $52–$68 $91–$107 Basic weighted average common shares 62 62 Add: Dilutive effect of share-based awards 1 1 Add: Dilutive effect of 2029 Convertible Senior Notes 4 4 Diluted weighted average common shares 67 67 Income per diluted common share $0.78-$1.02 $1.36-$1.61

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