Form 8-K

8-K — AXCELIS TECHNOLOGIES INC

Accession: 0001104659-26-057147

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001113232

SIC: 3559 (SPECIAL INDUSTRY MACHINERY, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2613844d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2613844d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section

13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 7, 2026

Axcelis Technologies, Inc.

(Exact name of registrant as specified in

its charter)

Delaware

000-30941

34-1818596

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

108 Cherry Hill Drive, Beverly, Massachusetts

01915

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (978) 787-4000

(Former name or former address, if changed

since last report.)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

¨ Written

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

¨ Soliciting

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

¨ Pre-commencement

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

¨ Pre-commencement

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

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value $0.001 per share

ACLS

NASDAQ

Global Select Market

Item 2.02 Results of Operations and Financial Condition

On May 7, 2026, Axcelis Technologies, Inc. (the “Company”)

issued a press release regarding its financial results for its quarter ended March 31, 2026. The Company’s press release is

attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press Release dated May 7, 2026. Filed herewith

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,

the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 7, 2026

Axcelis Technologies, Inc.

By:

/s/ David Ryzhik

David Ryzhik

Senior Vice President and Interim Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2613844d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

News Release

Axcelis Announces

Financial Results for First Quarter 2026

Q1 2026 Highlights:

· Revenue

of $199.0 million

· GAAP

Gross Margin of 40.5%, and Non-GAAP Gross Margin of 40.7%

· GAAP

Operating Margin of 4.0% and Non-GAAP Operating Margin of 11.7%

· GAAP

Diluted Earnings Per Share of $0.30, and Non-GAAP Diluted Earnings Per Share of $0.72

BEVERLY, Mass., May 7, 2026—Axcelis

Technologies, Inc. (Nasdaq: ACLS) today announced financial results for the first quarter ended March 31, 2026.

President and CEO Russell Low

commented, “We executed well in the first quarter, delivering results slightly above expectations, reflecting the strength of

our CS&I business and meaningful acceleration in Memory. Demand in DRAM and HBM was again a clear highlight, with strong

sequential growth building on our momentum exiting 2025. CS&I remains an area of focus for Axcelis and is becoming an

increasingly important strategic driver of our business across cycles, particularly as our installed base expands.”

Low added, “We continue

to anticipate 2026 revenue will be relatively flat compared to 2025, as growth in Memory is offset by a

continued digestion of capacity in our Power and General Mature markets. That said, we are encouraged by

our bookings activity in the first quarter and the robust customer engagement we are having across a wide array of

opportunities, which positions Axcelis for increased momentum exiting 2026 and into 2027. We look forward to

completing our merger with Veeco, which we expect to close in the second half of 2026.”

Senior Vice President and Interim CFO

David Ryzhik stated, “We ended the first quarter with a strong balance sheet, including approximately $570 million of

cash, and continued to generate attractive free cash flow, providing ample flexibility to fund our growth objectives and maintain a value-creative capital

allocation strategy. As we look to the balance of the year, we are well positioned to execute, supported by firming order trends, an

anticipated increase in revenue in the second half, and continued investments in innovation to capture attractive opportunities

ahead.”

News Release

Results

Summary

(In

thousands, except per share amounts and percentages)

Three months

ended March 31,

2026

2025

Revenue

$ 198,956

$ 192,563

Gross margin

40.5 %

46.1 %

Operating margin

4.0 %

15.1 %

Net income

$ 9,214

$ 28,579

Diluted earnings per share

$ 0.30

$ 0.88

Non-GAAP Results

Non-GAAP gross margin

40.7 %

46.4 %

Non-GAAP operating margin

11.7 %

18.5 %

Adjusted EBITDA

$ 27,748

$ 40,001

Non-GAAP net income

$ 22,425

$ 34,197

Non-GAAP diluted earnings per share

$ 0.72

$ 1.06

Business Outlook

For the second quarter ending June 30,

2026, Axcelis expects revenues of approximately $205 million, GAAP earnings per diluted share of approximately $0.57, and non-GAAP earnings

per share of approximately $0.90.

Please refer to Second Quarter 2026

Outlook under the “Notes on our Non-GAAP Financial Information” section of this document for detail relating to the computation

of non-GAAP earnings per diluted share as well as the Safe Harbor Statement section of this document.

First Quarter 2026 Conference Call

The Company will host a call to discuss

the results for the first quarter 2026 today at 5:00 p.m. ET. The call will be available via webcast that can be accessed through

the Investors page of Axcelis' website at www.axcelis.com, or by registering as a participant here:

https://register-conf.media-server.com/register/BIabf144ee757c4fccaceea99cf3cea2c9

Webcast replays will be available for

30 days following the call.

Use of Non-GAAP Financial Results

This press release includes financial

measures that are not presented in accordance with U.S. generally accepted accounting principles (“non-GAAP financial measures”).

These non-GAAP financial measures include non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP operating

margin, non-GAAP income tax provision, Adjusted EBITDA, non-GAAP net income, and non-GAAP diluted earnings per share, and reflect adjustments

for the impact of share-based compensation expense, certain items related to restructuring and severance charges and any associated adjustments

and transaction and integration costs associated with the merger agreement with Veeco Instruments announced on October 1, 2025.

News Release

Reconciliations of these non-GAAP financial

measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial

tables included in this release. For further information regarding these non-GAAP financial measures, please refer to the tables presenting

reconciliations of our non-GAAP results to our GAAP results and the “Notes on Our Non-GAAP Financial Information” at the

end of this press release.

Safe Harbor Statement

This press release contains, and the

conference call will contain, forward-looking statements under the Private Securities Litigation Reform Act safe harbor provisions. These

statements, which include our expectations for spending in our industry and guidance for future financial performance, are based on management’s

current expectations and should be viewed with caution. They are subject to various risks and uncertainties that could cause actual results

to differ materially from those in the forward-looking statements, many of which are outside the control of the Company, including that

customer decisions to place orders or our product shipments may not occur when we expect, that orders may not be converted to revenue

in any particular quarter, or at all, whether demand will continue for the semiconductor equipment we produce or, if not, whether we

can successfully meet changing market requirements, and whether we will be able to maintain continuity of business relationships with

and purchases by major customers. Increased competitive pressure on sales and pricing, increases in material and other production costs

that cannot be recouped in product pricing and instability caused by changing global economic, political or financial conditions, including

with respect to the imposition of tariffs on our products or components of our products, could also cause actual results to differ materially

from those in our forward-looking statements. These risks and other risk factors relating to Axcelis are described more fully in the

most recent Form 10-K filed by Axcelis and in other documents filed from time to time with the Securities and Exchange Commission.

About Axcelis

Axcelis (Nasdaq: ACLS), headquartered

in Beverly, Mass., has been providing innovative, high-productivity solutions for the semiconductor industry for over 45 years. Axcelis

is dedicated to developing enabling process applications through the design, manufacture and complete life cycle support of ion implantation

systems, one of the most critical and enabling steps in the IC manufacturing process. Learn more about Axcelis at www.axcelis.com.

News Release

CONTACTS:

Investor Relations Contact:

David Ryzhik

Senior Vice President and Interim CFO

Telephone: (978) 787-2352

Email: David.Ryzhik@axcelis.com

Press/Media Relations Contact:

Maureen Hart

Senior Director, Corporate &

Marketing Communications

Telephone: (978) 787-4266

Email: Maureen.Hart@axcelis.com

News Release

Axcelis Technologies, Inc.

Consolidated

Statements of Operations

(In thousands,

except per share amounts)

(Unaudited)

Three months

ended March 31,

2026

2025

Revenue:

Product

$ 188,008

$ 182,824

Services

10,948

9,739

Total revenue

198,956

192,563

Cost of revenue:

Product

105,735

94,500

Services

12,640

9,295

Total cost of revenue

118,375

103,795

Gross profit

80,581

88,768

Operating expenses:

Research and development

28,516

27,128

Sales and marketing

17,354

15,124

General and administrative

26,761

17,357

Total operating

expenses

72,631

59,609

Income from operations

7,950

29,159

Other income (expense):

Interest income

4,462

5,601

Interest expense

(1,292 )

(1,367 )

Other, net

(495 )

(309 )

Total other income

2,675

3,925

Income before income taxes

10,625

33,084

Income tax provision

1,411

4,505

Net income

$ 9,214

$ 28,579

Net income per share:

Basic

$ 0.30

$ 0.89

Diluted

$ 0.30

$ 0.88

Shares used in computing net income per share:

Basic weighted average shares

of common stock

30,723

32,258

Diluted weighted average shares

of common stock

30,980

32,335

News Release

Axcelis Technologies, Inc.

Consolidated

Balance Sheets

(In thousands,

except per share amounts)

(Unaudited)

March 31,

December 31,

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

$ 150,829

$ 145,451

Short-term investments

215,771

228,802

Accounts receivable, net

161,814

168,479

Inventories, net

326,052

329,010

Prepaid income taxes

4,609

4,658

Prepaid expenses

and other current assets

76,607

66,802

Total current assets

935,682

943,202

Property, plant and equipment, net

57,729

56,146

Operating lease assets

27,943

28,927

Finance lease assets, net

13,835

14,154

Long-term restricted cash

10,628

10,627

Deferred income taxes

80,514

79,895

Long-term investments

203,339

182,396

Other assets

44,874

46,004

Total assets

$ 1,374,544

$ 1,361,351

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 51,558

$ 42,309

Accrued compensation

16,663

34,233

Warranty

9,314

9,516

Income taxes

14,026

11,383

Deferred revenue

68,352

65,494

Current portion of finance lease obligation

1,648

1,575

Other current

liabilities

42,353

33,150

Total current liabilities

203,914

197,660

Long-term finance lease obligation

40,310

40,754

Long-term deferred revenue

41,214

43,445

Other long-term liabilities

44,463

44,815

Total liabilities

329,901

326,674

Stockholders’ equity:

Common stock, $0.001 par value, 75,000

shares authorized; 30,733 shares issued and outstanding at March 31, 2026; 30,717 shares issued and outstanding at December 31,

2025

Additional paid-in capital

537,185

533,309

Retained earnings

512,753

503,539

Accumulated other

comprehensive loss

(5,326 )

(2,202 )

Total stockholders’

equity

1,044,643

1,034,677

Total liabilities

and stockholders’ equity

$ 1,374,544

$ 1,361,351

News Release

Axcelis

Technologies, Inc.

Condensed

Consolidated Statements of Cash Flows

(In

thousands)

(Unaudited)

Three

months ended March 31,

2026

2025

Cash flows from operating activities

Net income

9,214

28,579

Adjustments to reconcile net income

to net cash provided by operating activities:

Depreciation and amortization

4,436

4,309

Stock-based compensation expense

4,899

4,903

Other

3,805

(1,682

)

Change in operating

assets and liabilities, net

(4,215

)

3,686

Net cash provided by operating activities

18,139

39,795

Cash flows from investing activities

Expenditures for property, plant and

equipment and capitalized software

(1,839

)

(4,960

)

Other changes

in investing activities, net

(8,800

)

45,429

Net cash (used in) provided by investing

activities

(10,639

)

40,469

Cash flows from financing activities

Repurchase of common stock

—

(18,178

)

Other changes from financing activities,

net

(1,397

)

(1,932

)

Net cash used in financing activities

(1,397

)

(20,110

)

Effect of exchange rate changes on cash

and cash equivalents

(724

)

292

Net increase in cash, cash equivalents and restricted cash

5,379

60,446

Cash, cash equivalents and restricted

cash at beginning of period

156,078

131,064

Cash, cash equivalents and restricted

cash at end of period

161,457

191,510

News Release

Notes

on Our Non-GAAP Financial Information

Management

uses non-GAAP gross profit, gross margin, operating income, operating margin, income tax provision, net income, diluted earnings per

share, and Adjusted EBITDA to evaluate the Company’s operating and financial performance and for planning purposes. Axcelis believes

these measures enhance an overall understanding of its performance and investors’ ability to review the Company’s business

from the same perspective as the Company’s management.

There are limitations

in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, may be different

from non-GAAP financial measures used by other companies, and may exclude certain items that may have a material impact upon our reported

financial results. The presentation of this additional information is not meant to be considered in isolation or as a substitute for

the directly comparable financial measures prepared in accordance with GAAP.

Totals presented

may not sum and percentages may not recalculate using figures presented due to rounding.

News Release

Axcelis

Technologies, Inc.

Schedule Reconciling

Selected Non-GAAP Financial Measures

(In thousands,

except per share amounts and percentages)

Three months

ended March 31,

2026

2025

GAAP gross profit

$ 80,581

$ 88,768

Restructuring1

—

226

Stock-based compensation

442

353

Non-GAAP gross profit

$ 81,023

$ 89,347

Non-GAAP gross margin

40.7 %

46.4 %

Operating expenses

$ 72,631

$ 59,609

Transaction

and integration3,4

(10,398 )

(481 )

Bad debt expense

(65 )

—

Restructuring1

—

(923 )

Stock-based compensation

(4,457 )

(4,550 )

Non-GAAP operating expenses

$ 57,711

$ 53,655

GAAP operating income

$ 7,950

$ 29,159

Transaction

and integration3,4

10,398

481

Bad debt expense

—

Restructuring1

—

1,149

Stock-based compensation

4,899

4,903

Non-GAAP operating income

$ 23,312

$ 35,692

Non-GAAP operating margin

11.7 %

18.5 %

GAAP income tax provision

$ 1,411

$ 4,505

Income

tax effect of non-GAAP adjustments2

2,151

915

Non-GAAP income tax provision

$ 3,562

$ 5,420

GAAP net income

$ 9,214

$ 28,579

Transaction

and integration3,4

10,398

481

Bad debt expense

—

Restructuring1

—

1,149

Stock-based compensation

4,899

4,903

Income

tax effect of non-GAAP adjustments2

(2,151 )

(915 )

Non-GAAP net income

$ 22,425

$ 34,197

GAAP diluted EPS

$ 0.30

$ 0.88

Transaction

and integration3,4

0.34

0.01

Bad debt expense

—

Restructuring1

—

0.04

Stock-based compensation

0.16

0.15

Income

tax effect of non-GAAP adjustments2

(0.07 )

(0.03 )

Non-GAAP diluted EPS

$ 0.72

$ 1.06

Note

1: Restructuring and other costs primarily related to early retirement programs and severance costs, due to global cost-saving initiatives.

Note

2: Impact of taxes from non-GAAP adjustments, uses adjusted tax rate of 14%.

Note

3: Transaction and integration costs include expenses associated with the merger agreement with Veeco Instruments.

Note

4: First quarter 2025 transaction and integration costs includes $481,000 of expenses that were not reflected as a GAAP to Non-GAAP

reconciliation line item when the Company reported first quarter 2025 results, given that this occurred prior to the transaction

announcement on October 1, 2025.

News Release

Axcelis

Technologies, Inc.

Reconciliation

of Net Income to Adjusted EBITDA

(In

thousands, except percentages)

Three months

ended March 31,

2026

2025

Net income

$ 9,214

$ 28,579

Other (income)/expense

(2,675 )

(3,925 )

Income tax provision

1,411

4,505

Depreciation & amortization

4,436

4,309

Subtotal

12,386

33,468

Transaction and integration2,3

10,398

481

Bad debt expense

—

Restructuring1

—

1,149

Stock-based compensation

4,899

4,903

Adjusted EBITDA

$ 27,748

$ 40,001

Adjusted EBITDA margin

13.9 %

20.8 %

Note

1: Restructuring and other costs primarily related to early retirement programs and severance costs, due to global cost-saving initiatives.

Note

2: Transaction and integration costs include expenses associated with the merger agreement with Veeco Instruments.

Note

3: First quarter 2025 transaction and integration costs include $481,000 of expenses that were not reflected as a GAAP to

Non-GAAP reconciliation line item when the Company reported first quarter 2025 results, given that this occurred prior to the

transaction announcement on October 1, 2025.

Axcelis Technologies, Inc.

Second

Quarter Outlook

GAAP

to Non-GAAP Diluted Earnings Per Share

Three

months ended

June 30, 2026

GAAP diluted EPS

$ 0.57

Transaction

and integration1

0.18

Stock-based compensation

0.21

Income

tax effect of non-GAAP adjustments2

(0.06 )

Non-GAAP diluted EPS

$ 0.90

Note

1: Transaction and integration costs include expenses associated with the merger agreement with Veeco Instruments.

Note

2: Impact of taxes from non-GAAP adjustments, uses adjusted tax rate of 14%.

Figures

may not sum due to rounding.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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