A. History and Development of the Company Our legal and commercial name is Camtek Ltd. We were incorporated under the laws of the State of Israel in 1987 and operate under the Companies Law. Our headquarters are located in Ramat Gavriel Industrial Zone, P.O. Box 544, Migdal Ha’Emek 23150, Israel, and our telephone number is +972-4-604-8100. Other than Israel, we currently have operations in the Asia Pacific region, North America and Europe. Our agent for service of process in the United States is Camtek USA, Inc., located at 1815 NW 169TH PL Ste 1080, Beaverton, Oregon 97006-7365, Tel: 510-624-9905. We have been a public company since July 2000. Our ordinary shares are listed on the Nasdaq Global Market and on the TASE. 22 In February 2019, we signed a series of definitive agreements, referred to as the “Chroma Transaction”, in the framework of which Chroma acquired a total of 6,117,440 ordinary shares from Priortech at a price of $9.50 per share, and an additional 1,700,000 new shares were issued to Chroma by us, at the same price of $9.50 per share; as of March 5,2026, Chroma holds 16.79% of our ordinary shares, while Priortech holds 20.66% of our ordinary shares. The Chroma Transaction was closed in June, 19, 2019 (the “Chroma Closing Date”), following the occurrence of closing conditions defined therein, including the approval of the Chroma Transaction by our shareholders in our 2019 annual general meeting of shareholders, dated June 3, 2019 (the “2019 AGM”) as well as the grant of approvals by certain regulatory bodies, including the Committee on Foreign Investment in the United States (CFIUS) and the Taiwan Overseas Foreign Investment Commission (MOEAIC). In addition, we entered into a Technological Cooperation Agreement with Chroma under which we granted Chroma a license for an application under our triangulation technology platform. In addition, Priortech and Chroma entered into a voting agreement according to which they vote together in our shareholders meetings and have joint control over us (the “Chroma Voting Agreement”). Under the Chroma Voting Agreement, Chroma is entitled to nominate individuals for two seats on our Board and Priortech is entitled to nominate three members. The remaining seats are held by two external directors. We also entered into a Second Amended and Restated Registration Rights Agreement with Priortech and Chroma, according to which Chroma is entitled to the same rights Priortech has with respect to registration of our shares (see Item 7.B. - “Related Party Transactions”). In November 2020, we issued 4,025,000 ordinary shares in a public offering, which included the full exercise of the underwriters’ option to purchase 525,000 ordinary shares, at a price of $17.00 per share, raising $64.3 million net of underwriting discounts and commissions and other offering expenses. In November 2021, we closed an offering of $200 million aggregate principal amount of 0% Convertible Senior Notes due 2026 (“2026 Convertible Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, which included the full exercise of underwriters’ option to purchase an additional $25 million of the 2026 Convertible Notes, raising $194.5 million net of underwriting discounts and commissions and other offering expenses. Following the repurchase of a certain portion of the 2026 Convertible Notes, as described below, and the conversion of an additional portion of outstanding 2026 Convertible Notes, an aggregate amount of $63,000 of the 2026 Convertible Notes is outstanding as of March 4, 2026. On November 1, 2023, we announced the closing of the acquisition of FRT for $100 million in cash. FRT, headquartered in Bergisch Gladbach, Germany, is a leading supplier of high-precision metrology solutions for the Advanced Packaging and Silicon Carbide markets. This acquisition is intended to leverage Camtek’s and FRT’s advanced technologies of Advanced Packaging and Silicon Carbide that require new inspection and metrology steps in the semiconductor manufacturing processes. On September 11, 2025, we closed an offering of $500 million aggregate principal amount of 0.00% Convertible Senior Notes due 2030 (the “2030 Convertible Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, which included the full exercise of underwriters’ option to purchase an additional $75 million of the 2030 Convertible Notes, raising $486.5 million net of underwriting discounts and commissions and other offering expenses, of which we used about $267.0 million to repurchase approximately $167.1 million principal amount of our existing 2026 Convertible Notes, with the remainder intended for general corporate purposes. For a discussion of material cash requirements, including capital expenditures, see Item 5.B - “Liquidity and Capital Resources” below. The SEC maintains an Internet web site at http://www.sec.gov that contains reports and other material that are filed through the SEC’s Electronic Data Gathering, Analysis and Retrieval, or EDGAR, system. Our website is located at www.camtek.com. The information on our website is not incorporated by reference into this Annual Report. 23 B. Business Overview. Our Business Camtek is a developer and manufacturer of high-end inspection and metrology equipment for the semiconductor industry. Camtek’s systems inspect IC and measure IC features on wafers throughout the production process of semiconductor devices, covering the back-end-of-line (BEOL) of the front-end and mid-end and up to the beginning of assembly (Post Dicing). Camtek’s systems inspect wafers for the most demanding semiconductor market segments, including Advanced Packaging, Chiplets, HBM, Compound Semiconductors, Memory, CMOS Image Sensors, Power, RF and MEMS, serving the industry’s leading global IDMs, OSATs, and foundries. Semiconductors wafers are scanned under the advanced optic heads (2D Inspection and metrology and 3D metrology) in our systems, and advanced software and algorithms are implemented on the scanned and measured wafers data. As a result, our systems automatically detect and measure good dice and defected dice. Hence, the total end product quality is enhanced by ensuring that that quality of the products to be shipped to end-users. The systems are easy to operate and offer high accuracy and productivity in high volume manufacturing environments. These systems incorporate proprietary advanced image processing software and algorithms, as well as advanced electro‑optics and precision mechanics and are designed for easy operation and maintenance. Our global, direct customer support organization provides responsive, local pre- and post- sales support for our customers through our wholly owned subsidiaries located in 8 offices around the world. On November 2023, Camtek completed the acquisition of FRT. FRT, headquartered in Bergisch Gladbach, Germany, is a leading supplier of high-precision metrology solutions for the Advanced Packaging and Silicon Carbide markets. Inspection and Metrology are implemented at various stages along the semiconductor manufacturing process. Camtek’s systems serve various manufacturing stages starting from the Back-end-of-line (BEOL) of the front-end, through Inspection and Metrology of bumps in the mid-end, inspection of wafers and the inspection of post-diced wafers in the back end (Assembly). Our Markets The semiconductor manufacturing industry produces integrated circuits mainly on silicon wafers but also on other materials and on compound semiconductors (for example, Silicon Carbide – SiC, Gallium Nitride – GaN, and Gallium Arsenide - GaAS). Each wafer contains numerous integrated dice containing microelectronic devices. The growth of the semiconductor manufacturing industry in the past few years has been driven largely by demand from electronics such as smartphones and the proliferation of applications including the Internet of Things and cloud computing. Continued growth is expected with the enhancements of existing products, and the inclusion of emerging technologies such as AI, as well as rapid growth in automotive, electrical and autonomous vehicles and industrial electronics. The effect of such market growth trends on the demand for Inspection and Metrology systems is driven by three main factors: (i) growing electronic devices manufacturing volume requires more equipment, (ii) applications such as automotive and mobile phones require a higher level of reliability and hence more Inspection and Metrology and (iii) new packaging technologies, such as Chiplets and HBM, require more inspection and metrology steps (as described in more detail below). In the fast-growing advanced packaging market segment, which includes a wide variety of devices and technologies, new inspection and measurement steps become crucial to ensure a known-good-package. The bumps and hybrid bonding are becoming the main interface instead of the conventional wire bonding. There is a wide variety of bump types and sizes which are used for different packaging technologies. Camtek’s systems are equipped with state-of-the-art metrology and inspection capabilities designed to address many of those inspection and metrology steps, including bump height, die stack planarity, RDL dimensions and surface defects. These are examples of typical process steps where inspection and metrology are critical to ensure high quality products. Wafers with hundreds of millions of bumps in very dense architecture are becoming more common and require 100% inspection and metrology due to the packaging reliability requirements. The high cost of packages which combine multiple dice requires Known Good Dice in order to ensure that each die in the package is fully functional. Camtek’s systems are designed to deliver 100% Inspection and Metrology in high volume manufacturing environment, without compromising on throughput and performance. We expect that the two fastest growing segments in advanced packaging will be the Chiplets, which are becoming the standard for high performance computing, and Fan Out Wafer Level Packaging (FOWLP). Camtek’s flexible inspection and metrology systems utilize a wide variety of technologies to address the complex requirements of these growing segments. 24 The shift of memory devices to advanced packaging is growing to support high-end systems. A good example is High Bandwidth Memory (HBM) of DRAM dice stacked on top of each other enabling higher bandwidth at less power consumption. Camtek provides 100% inspection and metrology of all the components in the stack ensuring known-good-package. Another segment is the CMOS image sensors (“CIS”) used for cameras. With the growing number of cameras in each mobile phone and the increase in the number of pixels per each sensor and reduction in the size of each pixel, a high-resolution inspection is mandatory. Camtek has developed unique capabilities to address these requirements, and its systems are being used by the largest CIS manufacturers. Compound semiconductors are undergoing a major expansion addressing many new applications and using various materials such SiC, GaN, GaAs and others, to improve the performance of new devices such as Power and Face Recognition applications. Compound semiconductors are also considered a key component in the manufacturing of Silicon Photonics. The compound semiconductors manufacturing process is unique and requires dedicated solutions for Inspection and Metrology. Compound Semiconductors have unique properties, including high temperature and heat resistance, enhanced frequency and faster operation, which are some of the key demands in various advanced applications such as the automotive, AI and mobile devices. Camtek’s offering includes the inspection of epitaxial layers, inner cracks within the epitaxial layer, surface topography, bow measurement, data analysis and more. During the last couple of years, Camtek has widened its presence in the Back-end-of-Line (BEOL) of the Front End manufacturing process. Camtek’s tools and specifically the Hawk, provide a competitive product that can address the challenges of this market. This includes high-end inspection capabilities with defect size down to 150nm. Camtek has developed capabilities and technologies that are required in this market, such as, high resolution backside inspection, 360Scan and many others. Product Lines Inspection and Metrology Systems Our systems consist of: • an electro-optical assembly unit which captures the image of the inspected product and which consists of a video camera, precision optics and illumination sources; • a precise, movable table, that holds the inspected product; and • an electronic hardware unit, which operates the entire system and includes embedded components that process and analyze the captured image by using our proprietary algorithms. The inspected and measured product is placed on a designated platform and is scanned under the optical assembly unit. The optical assembly unit then captures images of the product, while the electronic hardware unit processes the image using the analysis algorithms. Detected discrepancies are logged and reported as defects per the user definitions. The image of the defect is immediately available for verification by the system operator. Our systems can also compile and communicate statistical reports of inspection findings via the customer’s factory information system. We offer a broad range of systems for automated optical Inspection and Metrology of semiconductor wafers. We invest significant resources in R&D to provide our customers with advantageous performance, low cost of ownership, high reliability and ease of operation. We believe that a significant part of our competitive advantage derives from our R&D innovative capabilities which enable us to adapt our technologies to evolving market needs and customers’ requirements. 25 Over the years, our Inspection and Metrology products for the semiconductor industry included the Falcon, Condor, Gannet and Eagle products lines. As of today, we produce and sell the Eagle platform, the Hawk platform and the MicroProf platform, and have phased out all other models. Product Function Hawk Launched on February 2025, this brand-new product family – the Hawk – a new cutting-edge platform is engineered for cutting edge advanced packaging: Chiplets, HBM and Hybrid Bonding. Designed for high-end applications such as, the Hawk supports detection of 150 nanometer defects size and measurement of 500 million micro bumps at pitches less than 12 micron Eagle G5 Launched in September 2024, the Eagle G5 was developed on the well-known Eagle product family and is engineered to deliver unmatched speed and efficiency.​ Featuring significantly higher throughput and new optimized optics, the Eagle G5 offers higher resolution for enhanced detection and metrology. The system provides innovative solutions for Multi-RDL, FOWLP, 2.5D, and CMOS Image Sensors. With the introduction of Clear-Sight Technology (CSI) for Multi-Layer RDL, the Eagle G5 achieves enhanced detection capabilities, down to 1.4μm L/S at twice the throughput. EagleT-i /Plus The Eagle-i system family is designed for high volume 2D inspection, delivering superior 2D inspection and 2D metrology capabilities. The system utilizes the most advanced algorithms enabling detection of down to sub-micron defects and measuring two-micron line and space redistribution layer (“RDL”). The Eagle-i system family includes the EagleT-I and EagleT-I Plus models, which were designed for better accuracy and optical resolutions and higher throughput. EagleT-AP / Plus The Eagle-AP system family addresses the fast-growing advanced packaging market using state of the art technologies, both software and hardware, that deliver superior 2D and 3D inspection and metrology capabilities on the same platform. The EagleT-AP metrology capabilities support the wide spectrum of bump sizes and all bump types, including copper pillars, micro-bumps, solder and gold bumps, meeting the advanced packaging market requirements, including measurement of bumps down to 2µm (microns) and providing high throughput. The Eagle-AP system family includes the EagleT-AP and EagleT-AP Plus models, equipped with higher throughput and improved metrology capabilities. MicroProf® AP The FRT MicroProf® AP is a fully automated wafer metrology tool for a wide range of applications at different 3D packaging process steps, e.g. for the measurement of photoresist (PR) coatings and structuring, through silicon vias (TSVs) or trenches after etching, μ-bumps and Cu pillars, as well as for the measurement in thinning, bonding and stacking processes. With its modular multi-sensor concept, the flexible MicroProf AP measuring tool is designed to perform a variety of measuring tasks in advanced packaging. We also offer a variety of semi-automated metrology equipment. Golden Eagle Designed mainly for Fanout Panel-Level-Package (FO-PLP) applications, Camtek’s Golden Eagle is used for the inspection and metrology of standard panel sizes. The Golden Eagle addresses the challenges of Fanout Wafer Level Packaging (FOWLP), while providing a robust system that addresses high-volume manufacturing requirements. During 2026 we will offer our AI technology that includes inspection and automatic defects classification. Customers We target wafer manufacturers and companies involved in the testing, assembly and packaging of semiconductor devices. Our customers are semiconductor manufacturers, among them outsourced semiconductor assembly and test (OSAT), integrated device manufacturers (IDMs) and wafer level packaging subcontractors. Our customers, many of whom have multiple facilities, are located throughout Asia, Europe and North America. In 2025, one customer accounted for 11% of total revenues. In 2024, three customers accounted for 15%, 10% and 10% of total revenues, respectively. In 2023, one customer accounted for 15% of total revenues. As of December 31, 2025, our installed base was over 3,000 systems. 26 The following table shows our revenues classified by geographical region for each of the last three years: Year Ended December 31, 2025 2024 2023 U.S. Dollars (In thousands) China 243,935 132,556 149,510 Asia Pacific 168,965 133,772 67,773 Korea 36,888 117,135 47,425 United States 28,836 29,282 41,118 Europe 17,448 16,489 9,549 Total 496,072 429,234 315,375 Marketing and Customer Support We have established a global distribution and support network throughout the territories in which we sell, install and support our products, including the Asia Pacific region, North America and Europe. We believe that this is an essential factor in our customers’ decision to purchase our products. We primarily utilize our own employees to provide these customer support services. We may expand our network into additional territories as market conditions warrant. We have a distribution rights agreement with a Japanese company, under which this company sells, installs and supports our products in Japan. As of December 31, 2025, 315 of our employees were engaged in our worldwide marketing and support efforts, including support and marketing administration staff. Due to the concentration of customers in the Asia Pacific region, we have significantly expanded our marketing and support teams in this region. Our marketing efforts include participation in various trade shows and conventions, publications and trade press, product demonstrations performed at our facilities and regular contact with customers by marketing personnel. We generally provide a 12‑month warranty to our customers. In addition, for a fee, we offer service and maintenance contracts commencing after the expiration of the warranty period. Under our service and maintenance contracts, we provide prompt local, on-site customer support. Our experienced local teams have been able to install and support our customers throughout the pandemic with virtual support, as needed, from our experts in the headquarters. We take various measures to secure customers’ payment on a case-by-case basis by means of letters of credit. Also, we receive advanced payments before shipment from most customers. Manufacturing Our manufacturing activities at our facilities (Israel and Germany) consist primarily of final integration of our products and testing of customer applications. The tools assembly and power-up is done by our sub-contractors. The final integration process at our facilities generally lasts six to twelve weeks. We rely on single source and limited source suppliers and subcontractors for a number of essential components and subsystems of our products. We have increased our inventories and production capacity to meet our needs. During times of rapid increase in demand in the semiconductor fabrication industry, the delivery time of suppliers in this industry is extended. However, to date, we have been able to obtain sufficient components to meet our needs in a timely manner. Our manufacturing facilities are located in Migdal Ha’Emek, Israel, and in Bergisch Gladbach, Germany. 27 The Israel Innovation Authority We received grants from the IIA for several projects and may receive additional grants in the future. Although we repaid 100% of the amount of the grants (as adjusted for fluctuation in the USD/NIS exchange rate) and currently are not utilizing any Financed Know-How, even following full repayment of any IIA grants (together with the applicable interest), and unless otherwise agreed by the applicable authority of the IIA, we must nevertheless continue to comply with the requirements of the R&D Law with respect to Financed Know-How. In addition to the obligation to pay royalties to the IIA, the R&D Law requires that products which incorporate Financed Know-How be manufactured in Israel and prohibits the transfer of the Financed Know-How and any right derived therefrom to third parties, unless otherwise approved in advance by the IIA. Such prior consent may be given by the IIA subject to payment of increased royalties. Under the terms of certain IIA plans, to the abovementioned royalties range between 3% to 6% (depending on the terms and conditions of the specific plan and the classification of the company), of the revenues generated from Financed Know-How (“IIA Products”), until 100% of the dollar value of the grant is repaid (plus LIBOR interest applicable to grants received on or after January 1, 1999 and until July 1, 2017; the interest applicable to grants received on or after July 1, 2017, and until January 1, 2024 is: (i) LIBOR interest until December 31, 2023, and (ii) thereafter, 12 months Term SOFR as published in the first trading day of each year by CME Group, or by any other party authorized by the Federal Reserve, or in alternative publication by the Bank of Israel, with the addition of 0.71513%; the interest applicable to grants received on or after January 1, 2024 is 12 months Term SOFR as published in the first trading day of each year by CME Group, or by any other party authorized by the Federal Reserve, or in alternative publication by the Bank of Israel). Further, the R&D Law imposes reporting requirements on certain companies with respect to changes in the ownership of a grant recipient. The grant recipient, its controlling shareholders, and foreign interested parties of such companies must notify the IIA of any change in control of the grant’s recipient or the holdings of the “means of control” of the recipient that result in an Israeli or a non-Israeli becoming an interested party directly in the recipient. The R&D Law also requires the new interested party to undertake to comply with the R&D Law. For this purpose, “control” means the ability to direct the activities of a company (other than any ability arising solely from serving as an officer or director of the company), including the holding of 25% or more of the “means of control”, if no other shareholder holds 50% or more of such “means of control.” “Means of control” refers to voting rights or the right to appoint directors or the chief executive officer. An “interested party” of a company includes a holder of 5% or more of its outstanding share capital or voting rights, its chief executive officer and directors, someone who has the right to appoint its chief executive officer or at least one director, and a company with respect to which any of the foregoing interested parties owns 25% or more of the outstanding share capital or voting rights or has the right to appoint 25% or more of the directors. Accordingly, in certain cases, any non-Israeli who acquires 5% or more of our ordinary shares may be required to notify the IIA that it has become an interested party and to sign an undertaking to comply with the R&D Law. In addition, the rules of the IIA may require additional information or representations with respect to such events. As noted above, as of December 31, 2025, we have repaid (including interest accrued by Camtek) all outstanding grant amounts to the IIA. As of the date of this Annual Report, no Financed Know-How is utilized in our current or currently anticipated activities. Capital Expenditures The following table shows our capital expenditures in fixed assets for the last three years: December 31, 2025 2024 2023 (U.S. Dollars in thousands) Machinery and equipment* 8,511 8,719 8,155 Right of use (ROU) assets 3,042 7,035 2,573 Computer equipment and software 1,462 1,651 1,061 Building and leasehold improvements 9,326 4,149 2,974 Vehicles - 37 34 Office furniture and equipment 111 247 111 Total 22,452 21,838 14,908 * including transfer of inventory to fixed assets in the aggregate of $4,783, $4,533, and $4,541 in 2025, 2024 and 2023, respectively. 28 Material Effects of Governmental Regulations The following EU directives, which represent the European standards required for placing products on the EU market, apply to our systems: Machinery Directive 2006/42/EC, Low Voltage Directive (LVD) 2014/35/EU, EMC Directive (EMC) 2014/30/EU, and RoHS2 Directive (RoHS2) 2011/65/EU. In addition, the following SEMI Standards, which define uniform safety and ergonomic requirements for semiconductor fabrication equipment manufacturers, apply to our systems: SEMI S2 (Environmental, Health and Safety Guidelines for Semiconductor Manufacturing Equipment) and SEMI S8 (Ergonomic Guidelines for Semiconductor Manufacturing Equipment). We ensure compliance with the above-mentioned regulatory requirements during the system design and development process, which is carried out in accordance with the Company’s certified management systems: ISO 9001:2015 (Quality Management), ISO 45001 (Occupational Health and Safety Management), and ISO 14001 (Environmental Management). Furthermore, all system modules undergo testing by accredited independent laboratories that verify and certify compliance with the applicable regulatory and safety requirements. C. Organizational Structure Through its affiliated companies, one of our principal shareholders, Priortech, engages in various aspects of the electronic production, including, advance packaging designs for the semiconductor industry and advanced organic coreless substrate technology. As of March 5, 2026, Priortech holds 9,617,787 of our outstanding ordinary shares and is a party to the Chroma Voting Agreement. Under the Chroma Voting Agreement, Priortech is entitled to nominate three Board members. We have no revenues from sales to affiliates and subsidiaries of Priortech. The following table shows the Company’s subsidiaries, all of which are wholly owned by us or by our subsidiaries (except for Camtek HK Ltd., in which Priortech holds no more than one percent of the voting rights), together with each subsidiary’s jurisdiction of incorporation, as of the date of this Annual Report: Name of Subsidiary Jurisdiction of Incorporation Camtek H.K. Ltd. Hong Kong Camtek USA Inc. New Jersey, USA Camtek (Europe) NV Belgium Camtek Germany GmbH Germany Camtek Inspection Technology (Suzhou) Ltd. China Camtek Japan Ltd. Japan Camtek Inspection Technology Limited Taiwan Camtek South East Asia Pte Ltd. Singapore Camtek Korea Ltd. South Korea Camtek Germany Holding GmbH Germany FRT GmbH Germany 29 D. Property, Plants and Equipment Our main office, manufacturing and research and development facilities are located in the Ramat Gavriel Industrial Zone of Migdal Ha’Emek in northern Israel. These facilities occupy 164,000 square feet of which 90,800 square feet are devoted to the manufacturing of our products. Our facilities in Germany occupy 15,200 square feet of which 7,000 square feet are devoted to the manufacturing of our products. Our sales offices and demonstration centers, which we lease in various locations around the world, occupy an aggregate of approximately 68,500 square feet.