ACLS

• GAAP gross margin was 42.4%, operating margin 9.4%, net income $23.3 million, diluted EPS $0.75.
• Non-GAAP gross margin was 42.7%, operating margin 14.7%, adjusted EBITDA $36.0 million, non-GAAP diluted EPS $1.06.
• Q3 2026 outlook: revenue ~$230 million, GAAP diluted EPS ~$0.76, non-GAAP diluted EPS ~$1.11.
• Company expects year-over-year revenue growth in 2026 and anticipates closing its pending merger with Veeco in H2 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• GAAP gross margin was 40.5%, operating margin 4.0%, and diluted EPS $0.30.
• Non-GAAP gross margin was 40.7%, operating margin 11.7%, and diluted EPS $0.72.
• Q2 2026 guidance: revenue ~$205 million, GAAP diluted EPS ~$0.57, non-GAAP diluted EPS ~$0.90.
• Company expects 2026 revenue relatively flat vs. 2025; merger with Veeco expected to close in H2 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Axcelis Technologies held its 2026 annual meeting on May 5, 2026, with 90.24% of eligible shares present.
• Stockholders ratified Ernst & Young LLP as independent auditor for fiscal year 2026, with 91.82% voting in favor.
• An advisory vote on executive compensation passed with 90.56% of votes cast in favor.
• The meeting was held at the company's offices in Beverly, Massachusetts.

5.07 Submission of Matters to a Vote of Security Holders

• David Ryzhik, 46, was appointed Interim CFO effective March 12, 2026; he has been SVP of Investor Relations and Corporate Strategy at Axcelis since July 2024.
• Ryzhik's interim CFO compensation includes a $8,750 monthly base salary increase, a $27,242 per month annual bonus opportunity increase, and $400,000 in time-based RSUs.
• Coogan's resignation was not due to any disagreement with the company on financial statements, operations, policies, or practices.
• Axcelis will search for a permanent CFO with the help of an executive search firm.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Q4 GAAP diluted EPS was $1.10; non-GAAP diluted EPS was $1.49.
• Full-year 2025 revenue was $839.0 million, down from $1,017.9 million in 2024.
• Q1 2026 guidance: revenue ~$195 million, GAAP EPS ~$0.38, non-GAAP EPS ~$0.71.
• Company is pursuing a pending merger with Veeco Instruments announced October 1, 2025.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The Share Issuance Proposal passed with 24,128,309 votes for (95.84%), 1,048,205 against, and 51,598 abstentions.
• The Adjournment Proposal was also approved (23,376,908 for, 92.86%) but was not needed given the Share Issuance approval.
• The merger remains subject to customary closing conditions, including pending regulatory approval from China's State Administration for Market Regulation.
• Axcelis and Veeco expect the merger to complete in the second half of 2026.
• A total of 25,228,112 shares (82.18% of outstanding) were voted, constituting a quorum.

5.07 Submission of Matters to a Vote of Security Holders · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Axcelis and Veeco determined no filings are required under Sweden's Investment Screening Law and waived related closing conditions on January 27, 2027.
• The companies continue to seek final regulatory approval from China's State Administration for Market Regulation.
• Stockholder meetings for both companies are scheduled for February 6, 2026, with ISS and Glass Lewis recommending approval.
• The merger is expected to close in the second half of 2026.

8.01 Other Events

• Axcelis and Veeco received 15 demand letters and 3 stockholder complaints challenging merger-related disclosures.
• A preliminary injunction motion was filed on January 25, 2026, to halt the stockholder vote until proxy is supplemented.
• Axcelis denies deficiencies but voluntarily supplements the Definitive Proxy Statement to avoid litigation delay.
• Axcelis special meeting on the merger is scheduled for February 6, 2026, at 11:00 a.m. Eastern Time.

8.01 Other Events