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What changed in AXCELIS TECHNOLOGIES INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of AXCELIS TECHNOLOGIES INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+256 added−223 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-28)

Top changes in AXCELIS TECHNOLOGIES INC's 2025 10-K

256 paragraphs added · 223 removed · 213 edited across 1 sections

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

213 edited+43 added−10 removed146 unchanged
Biggest changeIncome Taxes ​ Income before income taxes is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2024 2023 2022 ​ ​ (in thousands) United States ​ $ 222,160 ​ $ 270,842 ​ $ 198,028 ​ Foreign ​ 8,114 ​ 7,757 ​ 6,857 ​ Income before income taxes ​ $ 230,274 ​ $ 278,599 ​ $ 204,885 ​ ​ ​ Provision for income taxes is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2024 2023 2022 ​ ​ (in thousands) Current: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 38,963 ​ $ 46,871 ​ $ 8,430 ​ State ​ 2,026 ​ 1,985 ​ 1,716 ​ Foreign ​ 3,887 ​ 3,498 ​ 3,124 ​ Total current ​ 44,876 ​ 52,354 ​ 13,270 ​ Deferred: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ ​ (13,758) ​ ​ (18,526) ​ ​ 9,097 ​ State ​ ​ 205 ​ ​ (440) ​ ​ (102) ​ Foreign ​ (2,041) ​ (1,052) ​ (459) ​ Total deferred ​ (15,594) ​ (20,018) ​ 8,536 ​ Income tax provision ​ $ 29,282 ​ $ 32,336 ​ $ 21,806 ​ ​ Reconciliation of income taxes at the United States Federal statutory rate to the effective income tax rate of 12.7% is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2024 2023 2022 ​ ​ (in thousands) Income taxes at the United States statutory rate ​ $ 48,358 ​ $ 58,506 ​ $ 43,026 ​ State income taxes ​ 1,136 ​ 1,062 ​ 1,075 ​ Foreign-derived intangible income ​ ​ (20,439) ​ ​ (24,052) ​ ​ (20,526) ​ Research and other tax credits ​ ​ (6,037) ​ ​ (5,955) ​ ​ (5,469) ​ Stock-based compensation ​ (2,765) ​ (6,718) ​ (3,818) ​ Nondeductible compensation ​ ​ 2,834 ​ ​ 4,488 ​ ​ 2,692 ​ Effect of change in valuation allowance ​ 3,169 ​ 1,978 ​ 680 ​ Unrecognized tax benefits ​ ​ 761 ​ ​ 1,053 ​ ​ 705 ​ Other, net ​ 2,265 ​ 1,974 ​ 3,441 ​ Income tax provision ​ $ 29,282 ​ $ 32,336 ​ $ 21,806 ​ ​ 67 Table of Contents Deferred income taxes reflect the effect of temporary differences between the carrying amounts of assets and liabilities recognized for financial reporting purposes and the amounts recognized for tax purposes.
Biggest changeIncome Taxes ​ Income before income taxes is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (in thousands) United States ​ $ 118,896 ​ $ 222,160 ​ $ 270,842 ​ Foreign ​ 19,353 ​ 8,114 ​ 7,757 ​ Income before income taxes ​ $ 138,249 ​ $ 230,274 ​ $ 278,599 ​ ​ ​ Provision for income taxes is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (in thousands) Current: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 22,762 ​ $ 38,963 ​ $ 46,871 ​ State ​ 1,122 ​ 2,026 ​ 1,985 ​ Foreign ​ 4,824 ​ 3,887 ​ 3,498 ​ Total current ​ 28,708 ​ 44,876 ​ 52,354 ​ Deferred: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ ​ (10,478) ​ ​ (13,758) ​ ​ (18,526) ​ State ​ ​ 279 ​ ​ 205 ​ ​ (440) ​ Foreign ​ (498) ​ (2,041) ​ (1,052) ​ Total deferred ​ (10,697) ​ (15,594) ​ (20,018) ​ Income tax provision ​ $ 18,011 ​ $ 29,282 ​ $ 32,336 ​ ​ ​ 74 Table of Contents Reconciliation of income taxes at the United States Federal statutory rate to the effective income tax rate of 13.0% is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ Dollar ​ Percentage ​ Dollar ​ Percentage ​ Dollar ​ Percentage ​ ​ ​ (dollars in thousands) ​ Adjusted Pre-Tax Book Income ​ $ 138,249 ​ ​ ​ ​ $ 230,274 ​ ​ ​ ​ $ 278,599 ​ ​ ​ ​ U.S.
These properties are used for sales, service and warehousing. ​ Our Beverly, Massachusetts facility is ISO 9001:2015, ISO 14001:2015, and ISO 45001:2018 certified, our European office is ISO 9001:2015 certified, and our Asia Axcelis Operations Center is ISO 14001:2015 and ISO 45001:2018. ​ Item 3.
These properties are used for sales, service and warehousing. ​ Our Beverly, Massachusetts facility is ISO 9001:2015, ISO 14001:2015, and ISO 45001:2018 certified, our European office is ISO 9001:2015 certified, and our Asia Axcelis Operations Center is ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018 certified. ​ Item 3.
Settlements with tax authorities, the expiration of statutes of limitations for particular tax positions, or obtaining new information on particular tax positions may cause a change to the effective tax rate.
Settlements with tax authorities, the expiration of statutes of limitations for particular tax positions, or obtaining new information on particular tax positions may cause a change to the effective tax rate.
Low, including Gregory F. Redinbo, Gerald M. Blumenstock, Christopher J. Tatnall, James G. Coogan and Eileen J. Evans, having dates from September 6, 2022 to December 12, 2024.
Low, including Gerald M. Blumenstock, James G. Coogan, Eileen J. Evans, Gregory F Redinbo and Christopher J. Tatnall, having dates from September 6, 2022 to December 12, 2024.
Management has also developed a vendor assessment form to evaluate potential “Software as a Service” providers, which is incorporated in the Company’s RFP processes. The Company routinely obtains and reviews SOC 2 reports from third parties who have access to the Company’s information, some of which are part of management’s internal controls over financial reporting.
Management has also developed a vendor assessment form to evaluate potential “Software as a Service” providers, which is incorporated in the Company’s RFP processes. The Company routinely obtains and reviews SOC 1 and SOC 2 reports from third parties who have access to the Company’s information, some of which are part of management’s internal controls over financial reporting.
Incorporated by reference to Exhibit 10.4 of the Company’s report on Form 10-K for the year ended December 31, 2011 filed with the Commission on February 29, 2012. ​ ​ ​ 10.4* ​ Form of Change in Control Agreement, as amended, as approved by the Compensation Committee of the Board of Directors on November 11, 2016, between the Company and each of its executive officers.
Incorporated by reference to Exhibit 10.4 of the Company’s report on Form 10-K for the year ended December 31, 2011 filed with the Commission on February 29, 2012. ​ ​ ​ 10.3* ​ Form of Change in Control Agreement, as amended, as approved by the Compensation Committee of the Board of Directors on November 11, 2016, between the Company and each of its executive officers.
Government and Agency Securities and deposit accounts. ​ Other than our currency exchange contracts, we have no significant off-balance sheet risk relating to option contracts or other hedging arrangements. ​ Our exposure to market risk for changes in interest rates relates primarily to cash equivalents and short-term investments.
Government and Agency Securities and deposit accounts. ​ Other than our currency exchange contracts, we have no significant off-balance sheet risk relating to option contracts or other hedging arrangements. ​ Our exposure to market risk for changes in interest rates relates primarily to cash equivalents, short-term and long-term investments.
For additional accounting policies, see Note 2 to the consolidated financial statements for the year ended December 31, 2024 included in this Annual Report on Form 10-K. ​ Revenue Recognition ​ Our accounting policies relating to the recognition of revenue require management to make estimates, determinations and judgments based on historical experience and on various other assumptions, which include (i) the existence of a contract with the customer, (ii) the identification of the performance obligations in the contract, (iii) the value of any variable consideration in the contract, (iv) the standalone selling price of multiple obligations in the contract, for the purpose of allocating the consideration in the contract, and (v) determining when a performance obligation has been met.
For additional accounting policies, see Note 2 to the consolidated financial statements for the year ended December 31, 2025 included in this Annual Report on Form 10-K. ​ Revenue Recognition ​ Our accounting policies relating to the recognition of revenue require management to make estimates, determinations and judgments based on historical experience and on various other assumptions, which include (i) the existence of a contract with the customer, (ii) the identification of the performance obligations in the contract, (iii) the value of any variable consideration in the contract, (iv) the standalone selling price of multiple obligations in the contract, for the purpose of allocating the consideration in the contract, and (v) determining when a performance obligation has been met.
The guidance allows entities to choose between two methods to measure progress toward complete satisfaction of a performance obligation: ​ Output methods - recognize revenue on the basis of direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract (e.g., surveys of performance completed to date, appraisals of results achieved, milestones reached, time elapsed, and units produced or units delivered); and ​ Input methods - recognize revenue on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation (e.g., resources consumed, labor hours expended, costs incurred, or time elapsed) relative to the total expected inputs to the satisfaction of that performance obligation. ​ We have the right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date (i.e., certain aftermarket contracts), as such we have elected a practical expedient to recognize revenue in the amount to which the entity has a right to invoice for such services. ​ Product related revenues (whether for systems or aftermarket business) are recognized at a point in time, when they are shipped or delivered, depending on shipping terms. 49 Table of Contents ​ For installation services, revenue is recognized at a point in time, once the installation of the tool is complete.
The guidance allows entities to choose between two methods to measure progress toward complete satisfaction of a performance obligation: ​ Output methods - recognize revenue on the basis of direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract (e.g., surveys of performance completed to date, appraisals of results achieved, milestones reached, time elapsed, and units produced or units delivered); and ​ Input methods - recognize revenue on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation (e.g., resources consumed, labor hours expended, costs incurred, or time elapsed) relative to the total expected inputs to the satisfaction of that performance obligation. ​ We have the right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date (i.e., certain aftermarket contracts), as such we have elected a practical expedient to recognize revenue in the amount to which the entity has a right to invoice for such services. ​ Product related revenues (whether for systems or aftermarket business) are recognized at a point in time, when they are shipped or delivered, depending on shipping terms. ​ For installation services, revenue is recognized at a point in time, once the installation of the tool is complete.
Incorporated by reference to Exhibit 10.3 of the Company’s report on Form 10-Q for the quarter ended June 30, 2012 filed with the Commission on August 7, 2012. ​ ​ ​ 10.7* ​ Form of Restricted Stock Unit Award Agreement under the 2012 Equity Incentive Plan, adopted June 18, 2012.
Incorporated by reference to Exhibit 10.3 of the Company’s report on Form 10-Q for the quarter ended June 30, 2012 filed with the Commission on August 7, 2012. ​ ​ ​ 10.6* ​ Form of Restricted Stock Unit Award Agreement under the 2012 Equity Incentive Plan, adopted June 18, 2012.
Filed herewith. ​ ​ ​ 10.10* ​ Employment Agreement between the Company and Russell J. Low dated May 11, 2023. Incorporated by reference to Exhibit 10.1 of the Company’s report on Form 8-K filed with the Commission on May 12, 2023 . ​ ​ ​ 10.11* ​ 2023 Amended and Restated Employment Agreement between the Company and Mary G.
Filed herewith. ​ ​ ​ 10.9* ​ Employment Agreement between the Company and Russell J. Low dated May 11, 2023. Incorporated by reference to Exhibit 10.1 of the Company’s report on Form 8-K filed with the Commission on May 12, 2023 . ​ ​ ​ 10.10* ​ 2023 Amended and Restated Employment Agreement between the Company and Mary G.
Incorporated by reference to Exhibit 10.14 of the Company’s Form 10-K filed with the Commission on February 23, 2024 . ​ ​ ​ 101 ​ The following materials from the Company’s Form 10-K for the year ended December 31, 2024, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Statements of Operations, (ii) Consolidated Statement of Comprehensive Income (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. ​ ​ ​ 104 ​ Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101). * Indicates a management contract or compensatory plan. 72 Table of Contents Signatures ​ Pursuant to the requirements of Section 13 or 15(d) 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. ​ ​ ​ ​ ​ AXCELIS TECHNOLOGIES, INC. ​ ​ ​ ​ ​ ​ ​ By: /s/ Russell J.
Incorporated by reference to Exhibit 10.14 of the Company’s Form 10-K filed with the Commission on February 23, 2024 . ​ ​ ​ 101 ​ The following materials from the Company’s Form 10-K for the year ended December 31, 2025, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Statements of Operations, (ii) Consolidated Statement of Comprehensive Income (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. ​ ​ ​ 104 ​ Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101). * Indicates a management contract or compensatory plan. 81 Table of Contents Signatures ​ Pursuant to the requirements of Section 13 or 15(d) 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. ​ ​ ​ ​ ​ AXCELIS TECHNOLOGIES, INC. ​ ​ ​ ​ ​ ​ ​ By: /s/ Russell J.
Such amount represents the total number of shares reserved for issuance under the 2012 Equity Plan ((7,762,500 shares approved by the shareholders, plus 1,777,029 shares added in accordance with the terms of the 2012 Equity Plan as a result of the expiration or forfeiture of awards granted under our prior equity grant plan that were outstanding at the time of the adoption of the 2012 Equity Plan), less the shares issuable on options and restricted stock units (counted at 1.5 shares each) outstanding under the 2012 Equity Plan included in column (A)) and the shares issued prior to such date on exercise of options and vesting of restricted stock units granted under the 2012 Equity Plan.
Such amount represents the total number of shares reserved for issuance under the 2012 Equity Plan ((10,762,500 shares approved by the shareholders, plus 1,777,029 shares added in accordance with the terms of the 2012 Equity Plan as a result of the expiration or forfeiture of awards granted under our prior equity grant plan that were outstanding at the time of the adoption of the 2012 Equity Plan), less the shares issuable on options and restricted stock units (counted at 1.5 shares each) outstanding under the 2012 Equity Plan included in column (A)) and the shares issued prior to such date on exercise of options and vesting of restricted stock units granted under the 2012 Equity Plan.
Management determines the provision using its assumptions of future materials usage, based on estimates of demand and market conditions. ​ Auditing the Company’s provision for excess inventory is complex due to the highly judgmental nature of the factors used to estimate demand and market conditions.
Management determines the provision using its assumptions of future materials usage, based on estimates of demand and market conditions. ​ Auditing the Company’s provision for excess inventory is complex due to the judgmental nature of the factors used to estimate demand and market conditions.
We may file another shelf registration statement to maintain the availability of this financing option. ​ ​ 31 Table of Contents We have a cash collateralized letter of credit of $5.9 million, which is classified as long-term restricted cash on our balance sheet at December 31, 2024. ​ We believe that based on our current market, revenue, expense and cash flow forecasts, our existing cash, cash equivalents and short-term investments will be sufficient to satisfy our anticipated cash requirements for the short and long-term. ​ Related-Party Transactions ​ There are no significant related-party transactions that require disclosure in the consolidated financial statements for the year ended December 31, 2024, or in this Annual Report on Form 10-K. ​ Recent Accounting Pronouncements ​ A discussion of recent accounting pronouncements, the impact of some of which may be material, is included in Note 2 to the consolidated financial statements for the year ended December 31, 2024 included in this Annual Report on Form 10-K. ​ Item 7A.
We may file another shelf registration statement to maintain the availability of this financing option. ​ ​ 36 Table of Contents We have a cash collateralized letter of credit of $5.9 million, which is classified as long-term restricted cash on our balance sheet at December 31, 2025. ​ We believe that based on our current market, revenue, expense and cash flow forecasts, our existing cash, cash equivalents, short-term and long-term investments will be sufficient to satisfy our anticipated cash requirements for the short and long-term. ​ Related-Party Transactions ​ There are no significant related-party transactions that require disclosure in the consolidated financial statements for the year ended December 31, 2025, or in this Annual Report on Form 10-K. ​ Recent Accounting Pronouncements ​ A discussion of recent accounting pronouncements, the impact of some of which may be material, is included in Note 2 to the consolidated financial statements for the year ended December 31, 2025 included in this Annual Report on Form 10-K. ​ Item 7A.
Stock Award Plans and Stock-Based Compensation ​ (a) Equity Incentive Plans ​ We maintain the Axcelis Technologies, Inc. 2012 Equity Incentive Plan (the “2012 Equity Plan” or the “Plan”), which became effective on May 2, 2012. ​ The 2012 Equity Plan, as amended, reserves 9.5 million shares of common stock, $0.001 par value, for grant and permits the issuance of options, stock appreciation rights, restricted stock, restricted stock units, stock equivalents and awards of shares of common stock that are not subject to restrictions or forfeiture to selected employees, directors, and consultants of the Company.
Stock Award Plans and Stock-Based Compensation ​ (a) Equity Incentive Plans ​ We maintain the Axcelis Technologies, Inc. 2012 Equity Incentive Plan (the “2012 Equity Plan” or the “Plan”), which became effective on May 2, 2012. ​ The 2012 Equity Plan, as amended, reserves 12.5 million shares of common stock, $0.001 par value, for grant and permits the issuance of options, stock appreciation rights, restricted stock, restricted stock units, stock equivalents and awards of shares of common stock that are not subject to restrictions or forfeiture to selected employees, directors, and consultants of the Company.
All intercompany balances and transactions have been eliminated in consolidation. ​ Events occurring subsequent to December 31, 2024 have been evaluated for potential recognition or disclosure in the consolidated financial statements. ​ (b) Use of Estimates ​ The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods.
All intercompany balances and transactions have been eliminated in consolidation. ​ Events occurring subsequent to December 31, 2025 have been evaluated for potential recognition or disclosure in the consolidated financial statements. ​ (b) Use of Estimates ​ The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods.
Based on the nature of our commission agreements, all commissions are expensed as incurred based upon the expectation that the amortization period would be one year or less. ​ (l) Shipping and Handling Costs ​ Shipping and handling costs are included in cost of revenue. ​ (m) Stock-Based Compensation ​ We generally recognize compensation expense for all stock-based payments to employees and directors, including grants of stock options and restricted stock units, based on the grant-date fair value of those stock-based payments.
Based on the nature of our commission agreements, all commissions are expensed as incurred based upon the expectation that the amortization period would be one year or less. ​ (m) Shipping and Handling Costs ​ Shipping and handling costs are included in cost of revenue. ​ (n) Stock-Based Compensation ​ We generally recognize compensation expense for all stock-based payments to employees and directors, including grants of stock options and restricted stock units, based on the grant-date fair value of those stock-based payments.
In addition, Axcelis was named to both the 2023 and 2024 editions of Forbes’ List of America’s Best Mid-Cap Companies and to both the Fortune Magazine’s 2023 and 2024 lists of the Top 100 Fastest Growing Companies. ​ We continue to work diligently to ensure that manufacturing and operating expense levels remain well aligned to business conditions. ​ The market for our systems and aftermarket products and services is represented by a relatively small number of companies.
In addition, Axcelis was named to the 2024 editions of Forbes’ List of America’s Best Mid-Cap Companies and to Fortune Magazine’s 2024 lists of the Top 100 Fastest Growing Companies. ​ We continue to work diligently to ensure that manufacturing and operating expense levels remain well aligned to business conditions. ​ The market for our systems and aftermarket products and services is represented by a relatively small number of companies.
We recognize accrued interest related to unrecognized tax benefits as interest expense and penalties within operating expense in the consolidated statements of operations. ​ See Note 18 for additional information relating to income taxes. ​ (o) Computation of Net Income per Share ​ Basic earnings per share is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of shares of common stock outstanding (the denominator) for the period.
We recognize accrued interest related to unrecognized tax benefits as interest expense and penalties within operating expense in the consolidated statements of operations. ​ See Note 18 for additional information relating to income taxes. ​ (p) Computation of Net Income per Share ​ Basic earnings per share is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of shares of common stock outstanding (the denominator) for the period.
Progress in the satisfaction of these performance obligations is measured using an input method of either time elapsed in the case of fixed period contracts, or labor hours expended, in the case of project-based contracts. ​ (k) Recognizing Assets related to Recoverable Customer Contract Costs We recognize an asset related to incremental costs incurred by us to obtain a contract with a customer if we expect to recover those costs.
Progress in the satisfaction of these performance obligations is measured using an input method of either time elapsed in the case of fixed period contracts, or labor hours expended, in the case of project-based contracts. ​ (l) Recognizing Assets related to Recoverable Customer Contract Costs We recognize an asset related to incremental costs incurred by us to obtain a contract with a customer if we expect to recover those costs.
Service revenue, which is the labor component of aftermarket revenues ​ Aftermarket revenue reflects current fab utilization as opposed to System revenue, which reflects capital investment decisions by our customers, which have differing economic drivers; ​ ● Revenue by geographic regions, since economic factors impacting customer purchasing decisions may vary by geographic region; and ​ ● Revenue by our customers’ end markets, since they tend to be subject to different economic environments at different periods of time, impacting a customer’s likelihood of purchasing capital equipment during any particular period; currently, management uses three end market categories: Memory, mature process technology and leading edge foundry and logic. ​ The CS&I/aftermarket revenue categories for the twelve month periods ended December 31, 2024 and 2023 are discussed below. ​ CS&I/Aftermarket ​ Revenue from our aftermarket business was $235.3 million in 2024, compared to $247.0 million for 2023.
Service revenue, which is the labor component of aftermarket revenues ​ Aftermarket revenue reflects current fab utilization as opposed to System revenue, which reflects capital investment decisions by our customers, which have differing economic drivers; ​ ● Revenue by geographic regions, since economic factors impacting customer purchasing decisions may vary by geographic region; and ​ ● Revenue by our customers’ end markets, since they tend to be subject to different economic environments at different periods of time, impacting a customer’s likelihood of purchasing capital equipment during any particular period; currently, management uses three end market categories: Memory, mature process technology and leading edge foundry and logic. ​ The CS&I/aftermarket revenue categories for the twelve month periods ended December 31, 2025 and 2024 are discussed below. ​ CS&I/Aftermarket ​ Revenue from our aftermarket business was $268.0 million in 2025, compared to $235.3 million for 2024.
Recoverability is assessed by a comparison of the assets’ carrying amount to their expected future undiscounted net cash flows. If such assets are considered to be impaired, the impairment is measured based on the amount by which the carrying value exceeds its fair value. ​ We did not have any indicators of impairment during the period ending December 31, 2024.
Recoverability is assessed by a comparison of the assets’ carrying amount to their expected future undiscounted net cash flows. If such assets are considered to be impaired, the impairment is measured based on the amount by which the carrying value exceeds its fair value. ​ We did not have any indicators of impairment during the period ending December 31, 2025.
Assets Manufactured for Internal Use, net ​ Assets manufactured for internal use, included in other assets, are depreciated using the straight-line method over their 10 year estimated useful life.
Assets Manufactured for Internal Use, net ​ Assets manufactured for internal use, included in other assets, are depreciated using the straight-line method over their 10-20 year estimated useful life.
Principal Accountant Fees and Services ​ The information required by Item 14 of Form 10-K is incorporated by reference from the information responsive thereto contained in the section captioned “Proposal 2: Ratification of the Appointment of our Independent Registered Public Accounting Firm” in the Proxy Statement. 36 Table of Contents ​ PAR T IV ​ Item 15.
Principal Accountant Fees and Services ​ The information required by Item 14 of Form 10-K is incorporated by reference from the information responsive thereto contained in the section captioned “Proposal 2: Ratification of the Appointment of our Independent Registered Public Accounting Firm” in the Proxy Statement. 41 Table of Contents ​ PAR T IV ​ Item 15.
We did not record an impairment charge in the years ended December 31, 2024, 2023, or 2022. ​ Actual performance could be materially different from our current forecasts, which could impact estimates of undiscounted cash flows and may result in the impairment of the carrying amount of the long-lived assets in the future.
We did not record an impairment charge in the years ended December 31, 2025, 2024, or 2023. ​ Actual performance could be materially different from our current forecasts, which could impact estimates of undiscounted cash flows and may result in the impairment of the carrying amount of the long-lived assets in the future.
As of December 31, 2024, we had a security deposit of $5.9 million related to this lease in the form of a cash collateralized letter of credit issued with UBS Bank USA, which is classified as long-term restricted cash on our balance sheet at December 31, 2024. ​ Note 12.
As of December 31, 2025, we had a security deposit of $5.9 million related to this lease in the form of a cash collateralized letter of credit issued with UBS Bank USA, which is classified as long-term restricted cash on our balance sheet at December 31, 2025. ​ Note 12.
We also lease our Axcelis Asia Operations Center in South Korea, which comprises 38,000 square feet and is principally used for manufacturing, and the Axcelis Logistics Center, a state-of-the-art logistics and flex manufacturing center with 101,800 square feet built to our specifications, in Beverly, Massachusetts. ​ We believe that our manufacturing facilities and equipment generally are well maintained, in good operating condition, suitable for our purposes, and adequate for our present operations. ​ We own 23 acres of undeveloped property in Beverly, Massachusetts, adjacent to our headquarters. ​ As of December 31, 2024, we also leased 47 other properties, of which 10 are located in the United States and the remainder are located in Asia and Europe, including offices in Taiwan, Singapore, South Korea, China, Japan, Italy and Germany.
We also lease our Axcelis Logistics Center, a state-of-the-art logistics and flex manufacturing center with 101,800 square feet built to our specifications, in Beverly, Massachusetts and our Axcelis Asia Operations Center in South Korea, which comprises 38,000 square feet and is principally used for manufacturing. ​ We believe that our manufacturing facilities and equipment generally are well maintained, in good operating condition, suitable for our purposes, and adequate for our present operations. ​ We own 23 acres of undeveloped property in Beverly, Massachusetts, adjacent to our headquarters. ​ As of December 31, 2025, we also leased 48 other properties, of which 10 are located in the United States and the remainder are located in Asia and Europe, including offices in China, Germany, Italy, Japan, Singapore, South Korea and Taiwan.
Factors that affect our warranty liability include the number of installed units, historical and anticipated product failure rates, material usage and service labor costs. We periodically assess the adequacy of our recorded liability and adjust the amount as necessary. ​ 24 Table of Contents Income Taxes ​ We record income taxes using the asset and liability method.
Factors that affect our warranty liability include the number of installed units, historical and anticipated product failure rates, material usage and service labor costs. We periodically assess the adequacy of our recorded liability and adjust the amount as necessary. ​ 29 Table of Contents Income Taxes ​ We record income taxes using the asset and liability method.
(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
(the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025.
We do not use derivative instruments for speculative purposes. ​ (e) Cash, Cash Equivalents and Short-term Investments ​ Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of ninety days or less. Cash equivalents consist primarily of money market funds, U.S. Government and Agency Securities and deposit accounts.
We do not use derivative instruments for speculative purposes. ​ (e) Cash, Cash Equivalents and Short-term Investments ​ Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of 90 days or less. Cash equivalents consist primarily of money market funds, U.S. Government and Agency Securities and deposit accounts.
Incorporated by reference to Exhibit 4.4 of the Company’s Form 10-K for the year ended December 31, 2019 filed with the Commission on March 2, 2020. ​ ​ ​ 10.1* ​ Axcelis Technologies, Inc. 2012 Equity Incentive Plan, as amended by the Board of Directors on November 13, 2024.
Incorporated by reference to Exhibit 4.4 of the Company’s Form 10-K for the year ended December 31, 2019 filed with the Commission on March 2, 2020. ​ ​ ​ 10.1* ​ Axcelis Technologies, Inc. 2012 Equity Incentive Plan, as amended by the Board of Directors on November 13, 2025.
Incorporated by reference to Exhibit 10.6 of the Company’s Form 10-K for the year ended December 31, 2016 filed with the Commission on March 14, 2017. ​ ​ ​ 10.5* ​ Form of Employee Non-Qualified Stock Option Certificate under the 2012 Equity Incentive Plan, adopted June 18, 2012.
Incorporated by reference to Exhibit 10.6 of the Company’s Form 10-K for the year ended December 31, 2016 filed with the Commission on March 14, 2017. ​ ​ ​ 10.4* ​ Form of Employee Non-Qualified Stock Option Certificate under the 2012 Equity Incentive Plan, adopted June 18, 2012.
Incorporated by reference to Exhibit 10.2 of the Company’s report on Form 10-Q for the quarter ended June 30, 2012 filed with the Commission on August 7, 2012. ​ ​ ​ 10.6* ​ Form of Non-Employee Director Non-Qualified Stock Option Certificate under the 2012 Equity Incentive Plan, adopted June 18, 2012.
Incorporated by reference to Exhibit 10.2 of the Company’s report on Form 10-Q for the quarter ended June 30, 2012 filed with the Commission on August 7, 2012. ​ ​ ​ 10.5* ​ Form of Non-Employee Director Non-Qualified Stock Option Certificate under the 2012 Equity Incentive Plan, adopted June 18, 2012.
Restricted stock unit awards granted in 2024 included time vested share awards and awards with performance vesting conditions. Restricted stock awards are issued shares of common stock that are subject to forfeiture on terms described in the Award Agreement, and may be granted under the 2012 Equity Incentive Plan.
Restricted stock unit awards granted in 2025 included time vested share awards and awards with performance vesting conditions. Restricted stock awards are issued shares of common stock that are subject to forfeiture on terms described in the Award Agreement, and may be granted under the 2012 Equity Incentive Plan.
As of December 31, 2024, there was no cash associated with indefinitely reinvested foreign earnings. We have not, nor do we anticipate the need to, repatriate funds to the United States to satisfy domestic liquidity needs arising in the ordinary course of business.
As of December 31, 2025, there was no cash associated with indefinitely reinvested foreign earnings. We have not, nor do we anticipate the need to, repatriate funds to the United States to satisfy domestic liquidity needs arising in the ordinary course of business.
This could be caused by strategic decisions made in response to economic and competitive conditions, the impact of the economic environment on our customer base, or a material adverse change in our relationships with significant customers. ​ (i) Concentration of Risk and Off-Balance Sheet Risk ​ Financial instruments that potentially subject us to concentrations of credit risk are principally cash equivalents, short-term investments and accounts receivable.
This could be caused by strategic decisions made in response to economic and competitive conditions, the impact of the economic environment on our customer base, or a material adverse change in our relationships with significant customers. ​ (j) Concentration of Risk and Off-Balance Sheet Risk ​ Financial instruments that potentially subject us to concentrations of credit risk are principally cash equivalents, short-term investments, long-term investments and accounts receivable.
Our cash equivalents and short-term investments are principally maintained in investment grade money-market funds, U.S.
Our cash equivalents, short-term investments and long-term investments are principally maintained in investment grade money-market funds, U.S.
Incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q for the quarter ended June 30, 2019 filed with the Commission on August 7, 2019 . ​ ​ ​ 10.13 ​ Lease Agreement between the Company and Beverly Property Owner LLC, effective January 30, 2015.
Incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q for the quarter ended June 30, 2019 filed with the Commission on August 7, 2019 . ​ ​ ​ 10.12 ​ Lease Agreement between the Company and Beverly Property Owner LLC, effective January 30, 2015.
Mine Safety Disclosures. ​ Not applicable. 20 Table of Contents PART II ​ Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. ​ Our common stock trades on the Nasdaq Global Select Market under the symbol ACLS.
Mine Safety Disclosures. ​ Not applicable. 25 Table of Contents PART II ​ Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. ​ Our common stock trades on the Nasdaq Global Select Market under the symbol ACLS.
Form 10-K Summary. ​ Not applicable. ​ ​ 37 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Stockholders and the Board of Directors of Axcelis Technologies, Inc. ​ Opinion on the Financial Statements ​ We have audited the accompanying consolidated balance sheets of Axcelis Technologies, Inc.
Form 10-K Summary. ​ Not applicable. ​ ​ 42 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Stockholders and the Board of Directors of Axcelis Technologies, Inc. Opinion on the Financial Statements ​ We have audited the accompanying consolidated balance sheets of Axcelis Technologies, Inc.
Disruption to our supply source, resulting either from economic conditions or other factors, could affect our ability to deliver products to our customers. ​ (j) Revenue Recognition ​ We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers or (“ASC 606”).
Disruption to our supply source, resulting either from economic conditions or other factors, could affect our ability to deliver products to our customers. ​ (k) Revenue Recognition ​ We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers or (“ASC 606”).
Financial Statements and Supplementary Data. ​ Response to this Item is submitted as a separate section of this report immediately following Item 15. ​ Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. ​ None. ​ 32 Table of Contents Item 9A.
Financial Statements and Supplementary Data. ​ Response to this Item is submitted as a separate section of this report immediately following Item 15. ​ Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. ​ None. ​ 37 Table of Contents Item 9A.
Accounts Receivable and Allowance for Credit Losses ​ All trade receivables are reported on the Consolidated Balance Sheets at their amortized cost adjusted for any write-offs and net of allowances for credit losses. ​ Axcelis maintains an allowance for credit losses, which represents an estimate of expected losses over the remaining contractual life of its receivables considering current market conditions and estimates for supportable forecasts when 54 Table of Contents appropriate.
Accounts Receivable and Allowance for Credit Losses ​ All trade receivables are reported on the Consolidated Balance Sheets at their amortized cost adjusted for any write-offs and net of allowances for credit losses. ​ Axcelis maintains an allowance for credit losses, which represents an estimate of expected losses over the remaining contractual life of its receivables considering current market conditions and estimates for supportable forecasts when appropriate.
Directors, Executive Officers and Corporate Governance. ​ A portion of the information required by Item 10 of Form 10-K is incorporated by reference from the information responsive thereto contained in the sections in the Axcelis Proxy Statement for the Annual Meeting of Stockholders to be held May 7, 2025 (the “Proxy Statement”) captioned: ​ ● “Proposal 1: Election of Directors,” ​ ● “Board of Directors,” ​ ● “Board Committees,” and ​ ● “Corporate Governance.” ​ The remainder of such information is set forth under the heading “Information about Our Executive Officers” at the end of Item 1 in Part I of this report and is incorporated herein by reference. ​ Item 11.
Directors, Executive Officers and Corporate Governance. ​ A portion of the information required by Item 10 of Form 10-K is incorporated by reference from the information responsive thereto contained in the sections in the Axcelis Proxy Statement for the Annual Meeting of Stockholders to be held May 5, 2026 (the “Proxy Statement”) captioned: ​ ● “Proposal 1: Election of Directors,” ​ ● “Board of Directors,” ​ ● “Board Committees,” and ​ ● “Corporate Governance.” ​ The remainder of such information is set forth under the heading “Information about Our Executive Officers” at the end of Item 1 in Part I of this report and is incorporated herein by reference. ​ Item 11.
Long-term deferred revenue of $43.5 million as of December 31, 2024 relates to prepayments made prior to system delivery as well as to extended warranty performance obligations that we expect to be completed in excess of the next 12 months but within the next 24 months. ​ The majority of our system transactions have either (1) payment terms that are 90% due upon shipment of the system and 10% due upon acceptance or (2) a pre-shipment deposit ranging from 20% to 60%, with the remainder due upon shipment, less 10% due at acceptance.
Long-term deferred revenue of $43.4 million as of December 31, 2025 relates to prepayments made prior to system delivery as well as to extended warranty performance obligations that we expect to be completed in excess of the next 12 months but within the next 24 months. ​ The majority of our system transactions have either (1) payment terms that are 90% due upon shipment of the system and 10% due upon acceptance or (2) a pre-shipment deposit ranging from 20% to 60%, with the remainder due upon shipment, less 10% due at acceptance.
No restricted stock awards were granted, or vested, during the years ended December 31, 2024, 2023 and 2022. The fair value of a restricted stock unit and restricted stock award is charged to expense ratably over the applicable service period.
No restricted stock awards were granted, or vested, during the years ended December 31, 2025, 2024 and 2023. The fair value of a restricted stock unit and restricted stock award is charged to expense ratably over the applicable service period.
Adverse economic conditions, political instability, potential adverse tax consequences, regulatory changes and volatility in exchange rates pose a risk that our clients may reduce, postpone or cancel spending for our products and services, which would impact our revenue. ​ Revenue by geographic markets is determined based upon the location to which our products are shipped and where our services are performed.
Adverse economic conditions, political instability, potential adverse tax consequences, regulatory changes and volatility in currency exchange rates pose a risk that our customers may reduce, postpone or cancel spending for our products and services, which would impact our revenue. ​ Revenue by geographic markets is determined based upon the location to which our products are shipped and where our services are performed.
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria. ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2024 consolidated financial statements of the Company and our report dated February 27, 2025 expressed an unqualified opinion thereon. ​ Basis for Opinion ​ The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria. ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2025 consolidated financial statements of the Company and our report dated February 26, 2026 expressed an unqualified opinion thereon. ​ Basis for Opinion ​ The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.
Performance obligations in these contracts consist of used tools, spare parts, equipment upgrades, maintenance services and customer training. ​ Customers who purchase new systems are provided an assurance-type warranty for one year after acceptance of the tool. For aftermarket transactions, we provide customers an assurance-type warranty for 90 days.
Performance obligations in these contracts consist of used tools, spare parts, equipment upgrades, maintenance services and customer training. ​ 53 Table of Contents Customers who purchase new systems are provided an assurance-type warranty for one year after acceptance of the tool. For aftermarket transactions, we provide customers an assurance-type warranty for 90 days.
Variable consideration has not been identified as a significant component of the transaction price for any of our transactions. ​ For those transactions where all performance obligations will be satisfied within one year or less, we apply the 48 Table of Contents practical expedient outlined in ASC 606-10-32-18.
Variable consideration has not been identified as a significant component of the transaction price for any of our transactions. ​ For those transactions where all performance obligations will be satisfied within one year or less, we apply the practical expedient outlined in ASC 606-10-32-18.
The 19 Table of Contents Company accesses cybersecurity consultants and legal counsel to assist in the identification of vulnerabilities and advise on appropriate mitigation and preparedness actions. ​ Overall, we devote resources to network security, data encryption, employee training and other measures to protect our systems and data from unauthorized access or misuse.
The Company accesses cybersecurity consultants and legal counsel to assist in the identification of vulnerabilities and advise on appropriate mitigation and preparedness actions. ​ Overall, we devote resources to network security, data encryption, employee training and other measures to protect our systems and data from unauthorized access or misuse.
This includes the emerging need to protect our data from the unauthorized incorporation in large language models or other artificial intelligence systems. The Audit Committee and full Board of Directors receive quarterly reports on cybersecurity risks and annual reports on management initiatives to promote cybersecurity. ​ Item 2.
This includes the emerging need to protect our data from the unauthorized incorporation in large language models or other artificial intelligence systems. The Audit Committee and full Board of Directors receive quarterly reports on cybersecurity risks and annual reports on management initiatives to promote cybersecurity. 24 Table of Contents ​ Item 2.
Quantitative and Qualitative Disclosures about Market Risk. ​ Interest Rate Sensitivity ​ Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio, which consists of cash equivalents and short-term investments at December 31, 2024. The primary objective of our investment activities is to preserve principal.
Quantitative and Qualitative Disclosures about Market Risk. ​ Interest Rate Sensitivity ​ Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio, which consists of cash equivalents, short-term investments, and long-term investments at December 31, 2025. The primary objective of our investment activities is to preserve principal.
The Company settles stock option exercises with newly issued shares of common stock. ​ Restricted stock units granted to employees during 2024 had both service-based vesting provisions and performance-based vesting provisions.
The Company settles stock option exercises with newly issued shares of common stock. ​ Restricted stock units granted to employees during 2025 had both service-based vesting provisions and performance-based vesting provisions.
Restricted stock units granted to employees generally vest over a service period of four years, while restricted stock units granted to non-employee members of the Company’s Board of Directors in 2024 vest over a service period of one year.
Restricted stock units granted to employees generally vest over a service period of four years, while restricted stock units granted to non-employee members of the Company’s Board of Directors in 2025 vest over a service period of one year.
Other Information. ​ During the quarter ended December 31, 2024, no director or officer adopted or terminated any contract, instrument or written plan for the purchase or sale of Axcelis securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangement as defined in Item 408(c) of Regulation S-K. ​ Item 9C.
No other director or officer adopted, modified or terminated any contract, instrument or written plan for the purchase or sale of Axcelis securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangement as defined in Item 408(c) of Regulation S-K during the quarter ended December 31, 2025. ​ Item 9C.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ /s/ Ernst & Young LLP ​ Boston, Massachusetts February 27, 2025 34 Table of Contents Changes in Internal Control over Financial Reporting ​ There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control that occurred during our fourth quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ​ Item 9B.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ ​ /s/ Ernst & Young LLP ​ Boston, Massachusetts ​ February 26, 2026 ​ 39 Table of Contents Changes in Internal Control over Financial Reporting ​ There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control that occurred during our fourth quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ​ Item 9B.
Foreign currency transaction gains and losses are included in other income (expense) in the Consolidated Statements of Operations. ​ For the years ended December 31, 2024, 2023, and 2022 we had foreign exchange losses of $9.1 million, $0.5 million, and $6.6 million, respectively. ​ (d) Derivative Instruments ​ We are exposed to certain risks relating to our ongoing business operations, including market risks relating to fluctuations in foreign currency exchange rates.
Foreign currency transaction gains and losses are included in other income (expense) in the Consolidated Statements of Operations. ​ For the years ended December 31, 2025, 2024, and 2023 we had foreign exchange gains of $4.5 million and foreign exchange losses of $9.1 million, and $0.5 million, respectively. ​ (d) Derivative Instruments ​ We are exposed to certain risks relating to our ongoing business operations, including market risks relating to fluctuations in foreign currency exchange rates.
In making this assessment, management used the criteria set forth in the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control—2013 Integrated Framework. ​ Based on this assessment, management has concluded that, as of December 31, 2024, our internal control over financial reporting is effective based on those criteria. ​ The independent registered public accounting firm of Ernst & Young LLP, as auditors of our consolidated financial statements, has issued an attestation report on its assessment of our internal control over financial reporting. ​ ​ ​ ​ ​ ​ 33 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Stockholders and the Board of Directors of Axcelis Technologies, Inc. ​ Opinion on Internal Control Over Financial Reporting ​ We have audited Axcelis Technologies, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In making this assessment, management used the criteria set forth in the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control—2013 Integrated Framework. ​ Based on this assessment, management has concluded that, as of December 31, 2025, our internal control over financial reporting is effective based on those criteria. ​ The independent registered public accounting firm of Ernst & Young LLP, as auditors of our consolidated financial statements, has issued an attestation report on its assessment of our internal control over financial reporting. ​ ​ ​ ​ ​ ​ 38 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Stockholders and the Board of Directors of Axcelis Technologies, Inc. ​ Opinion on Internal Control Over Financial Reporting ​ We have audited Axcelis Technologies, Inc’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
For lease extensions that are reasonably certain to occur, we have included the renewal periods in our calculation of the net present value of the lease obligation and related right-of-use asset. Certain leases also include options to purchase the leased property.
For lease extensions that are reasonably certain to occur, we have included 62 Table of Contents the renewal periods in our calculation of the net present value of the lease obligation and related right-of-use asset. Certain leases also include options to purchase the leased property.
Incorporated by reference to Exhibit 10.24 of the Company’s Form 10-K for the year ended December 31, 2014 filed with the Commission on March 11, 2015. ​ ​ ​ 14.1 ​ Ethical Business Conduct at Axcelis, revised through January 2003.
Incorporated by reference to Exhibit 10.24 of the Company’s Form 10-K for the year ended December 31, 2014 filed with the Commission on March 11, 2015. ​ ​ ​ 14.1 ​ Ethical Business Conduct at Axcelis, revised through June, 2015.
Our revenue recognition policies are set forth in section (j) of Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements for the year ended December 31, 2024 included in this Annual Report on Form 10-K.
Our revenue recognition policies are set forth in section (k) of Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements for the year ended December 31, 2025 included in this Annual Report on Form 10-K.
For each stock option or restricted stock unit grant with vesting based on a combination of time, market or performance conditions, where vesting will occur if either condition is met, the related compensation costs are recognized over the shorter of the explicit service period or the derived service period. ​ See Note 13 for additional information relating to stock-based compensation. ​ 50 Table of Contents (n) Income Taxes ​ We record income taxes using the asset and liability method.
For each stock option or restricted stock unit grant with vesting based on a combination of time, market or performance conditions, where vesting will occur if either condition is met, the related compensation costs are recognized over the shorter of the explicit service period or the derived service period. ​ See Note 13 for additional information relating to stock-based compensation. ​ (o) Income Taxes ​ We record income taxes using the asset and liability method.
However, ASC 606 provides a practical expedient to allow for the recognition of commission expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less.
However, ASC 606 provides 55 Table of Contents a practical expedient to allow for the recognition of commission expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less.
In addition to the cash and cash equivalent balance at December 31, 2024, we had $7.6 million in restricted cash which relates to a $5.9 million cash collateral relating to our lease for our headquarters in Beverly, Massachusetts, a $0.9 million letter of credit for customs purposes, a $0.7 million letter of credit relating to workers’ compensation insurance and a $0.1 million deposit relating to customs activity.
In addition to the cash and cash equivalent balance at December 31, 2025, we had $10.6 million in restricted cash which relates to a $5.9 million cash collateral relating to our lease for our headquarters in Beverly, Massachusetts, a $3.9 million letter of credit for customs purposes, a $0.7 million letter of credit relating to workers’ compensation insurance and a $0.1 million deposit relating to customs activity.
In 2024, 2023 and 2022, we provided an employer match of 50% of employees’ pre-tax contributions on the first 6% of eligible compensation.
In 2025, 2024 and 2023, we provided an employer match of 50% of employees’ pre-tax contributions on the first 6% of eligible compensation.
Stockholders’ Equity ​ We may issue up to 75 million shares of common stock without additional shareholder approval. At December 31, 2024 and 2023, there were 32.4 million and 32.7 million outstanding shares of common stock, respectively. ​ Note 15.
Stockholders’ Equity ​ We may issue up to 75 million shares of common stock without additional shareholder approval. At December 31, 2025 and 2024, there were 30.7 million and 32.4 million outstanding shares of common stock, respectively. ​ Note 15.
These credits can be used to reduce future federal and state income tax liabilities and expire principally between 2025 and 2036. ​ We consider the undistributed earnings of our foreign subsidiaries as of December 31, 2024 to be indefinitely reinvested and, accordingly, no U.S. income taxes have been provided thereon.
These credits can be used to reduce future federal and state income tax liabilities and expire principally between 2026 and 2040. ​ We consider the undistributed earnings of our foreign subsidiaries as of December 31, 2025 to be indefinitely reinvested and, accordingly, no U.S. income taxes have been provided thereon.
Filed herewith. ​ ​ ​ 32.2 ​ Certification of the Principal Financial Officer pursuant to Section 1350 of Chapter 63 of title 18 of the United States Code (Section 906 of the Sarbanes-Oxley Act), dated February 27, 2025. Filed herewith. ​ ​ ​ 97* ​ Executive Compensation Clawback Policy, as adopted by the Board of Directors on August 10, 2023.
Filed herewith. ​ ​ ​ 32.2 ​ Certification of the Principal Financial Officer pursuant to Section 1350 of Chapter 63 of title 18 of the United States Code (Section 906 of the Sarbanes-Oxley Act), dated February 26, 2026. Filed herewith. ​ ​ ​ 97* ​ Executive Compensation Clawback Policy, as adopted by the Board of Directors on August 10, 2023.
For selected overseas sales, we require customers to obtain letters of credit before product is shipped. We maintain an allowance for doubtful accounts based on our assessment of the collectability of accounts receivable. We review the allowance for doubtful accounts quarterly.
For selected overseas sales, we require customers to obtain letters of credit before product is 52 Table of Contents shipped. We maintain an allowance for doubtful accounts based on our assessment of the collectability of accounts receivable. We review the allowance for doubtful accounts quarterly.
Description 3.1 ​ Restated Certificate of Incorporation of the Company, filed November 2, 2017. Incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q filed with the Commission on November 3, 2017. ​ ​ ​ 3.2 ​ Bylaws of the Company, as amended and restated as of May 11, 2022.
Incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q filed with the Commission on November 3, 2017. ​ ​ ​ 3.2 ​ Bylaws of the Company, as amended and restated as of May 11, 2022.
The total number of shares reserved for issuance under the Plan is the sum of 7.76 million shares approved by the shareholders, and 1.78 million shares added in accordance with the terms of the Plan as a result of 60 Table of Contents the expiration or forfeiture of awards granted under our prior equity plan.
The total number of shares reserved for issuance under the Plan is the sum of 10.76 million shares approved by the shareholders, and 1.78 million shares added in accordance with the terms of the Plan as a result of 66 Table of Contents the expiration or forfeiture of awards granted under our prior equity plan.
Low, ​ ​ President and Chief Executive Officer Dated: February 27, 2025 ​ ​ ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. ​ Signature Title Date ​ ​ ​ ​ ​ /s/ Russell J.
Low, ​ ​ President and Chief Executive Officer Dated: February 26, 2026 ​ ​ ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. ​ Signature ​ ​ ​ Title ​ ​ ​ Date ​ ​ ​ ​ ​ /s/ Russell J.
We establish inventory reserves when conditions exist that indicate inventory may be in excess of anticipated 55 Table of Contents demand or is obsolete based upon assumptions about future demand for our products or market conditions.
We establish inventory reserves when conditions exist that indicate inventory may be in excess of anticipated demand or is obsolete based upon assumptions about future demand for our products or market conditions.
If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer.
If the entity does not satisfy a performance obligation over time, the related 54 Table of Contents performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer.
Where required, an annual actuarial valuation of the benefit plans is obtained. ​ We have recorded an unfunded liability of $3.1 million and $3.2 million at December 31, 2024 and 2023, respectively, for costs associated with these compensation plans in foreign jurisdictions.
Where required, an annual actuarial valuation of the benefit plans is obtained. ​ We have recorded an unfunded liability of $3.6 million and $3.1 million at December 31, 2025 and 2024, respectively, for costs associated with these compensation plans in foreign jurisdictions.
Exhibits and Financial Statement Schedules. ​ (a) The following documents are filed as part of this Report: ​ 1) Financial Statements: ​ Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) 38 Consolidated Statements of Operations — For the years ended December 31, 2024, 2023 and 2022 ​ 40 Consolidated Statements of Comprehensive Income — For the years ended December 31, 2024, 2023 and 2022 ​ 41 Consolidated Balance Sheets — December 31, 2024 and 2023 ​ 42 Consolidated Statements of Stockholders’ Equity — For the years ended December 31, 2024, 2023 and 2022 ​ 43 Consolidated Statements of Cash Flows — For the years ended December 31, 2024, 2023 and 2022 ​ 44 Notes to Consolidated Financial Statements ​ 45 ​ 2) Financial Statement Schedules: ​ Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2024, 2023 and 2022. ​ 3) Exhibits ​ The exhibits filed as part of this Annual Report on Form 10-K are listed on the Exhibit Index immediately preceding the signature page, which Exhibit Index is incorporated herein by reference. ​ All other schedules for which provision is made in the applicable regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. ​ ​ Item 16.
Exhibits and Financial Statement Schedules. ​ (a) The following documents are filed as part of this Report: ​ 1) Financial Statements: ​ Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) ​ ​ ​ 43 Consolidated Statements of Operations — For the years ended December 31, 2025, 2024 and 2023 ​ 45 Consolidated Statements of Comprehensive Income — For the years ended December 31, 2025, 2024 and 2023 ​ 46 Consolidated Balance Sheets — December 31, 2025 and 2024 ​ 47 Consolidated Statements of Stockholders’ Equity — For the years ended December 31, 2025, 2024 and 2023 ​ 48 Consolidated Statements of Cash Flows — For the years ended December 31, 2025, 2024 and 2023 ​ 49 Notes to Consolidated Financial Statements ​ 50 ​ 2) Financial Statement Schedules: ​ Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2025, 2024 and 2023. ​ 3) Exhibits ​ The exhibits filed as part of this Annual Report on Form 10-K are listed on the Exhibit Index immediately preceding the signature page, which Exhibit Index is incorporated herein by reference. ​ All other schedules for which provision is made in the applicable regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. ​ ​ Item 16.
In addition, at December 31, 2024 and 2023, our operations outside the United States accounted for approximately 9.2% and 9.4% of our total assets, respectively, the majority of which was denominated in currencies other than the U.S. dollar. ​ Item 8.
In addition, at December 31, 2025 and 2024, our operations outside the United States accounted for approximately 11.9% and 9.2% of our total assets, respectively, the majority of which was denominated in currencies other than the U.S. dollar. ​ Item 8.

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Other ACLS 10-K year-over-year comparisons