Form 8-K

8-K — VEECO INSTRUMENTS INC

Accession: 0001104659-26-091118

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0000103145

SIC: 3559 (SPECIAL INDUSTRY MACHINERY, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — veco-20260805x8k.htm (Primary)

EX-99.1 (veco-20260805xex99d1.htm)

EX-99.2 (veco-20260805xex99d2.htm)

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8-K

8-K (Primary)

Filename: veco-20260805x8k.htm · Sequence: 1

VEECO INSTRUMENTS INC._August 5, 2026

0000103145false00001031452026-08-052026-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

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

VEECO INSTRUMENTS INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

0-16244

(Commission

File Number)

11-2989601

(IRS Employer

Identification No.)

Terminal Drive, Plainview, New York 11803

(Address of principal executive offices)

(516) 677-0200

(Registrant’s telephone number, including area code)

Not applicable

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

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

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

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

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

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

VECO

The NASDAQ Global Select Market

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

Exhibit

Description

99.1

Press release issued by Veeco dated August 5, 2026

99.2

Veeco Q2 2026 Conference Call Presentation August 5, 2026

104

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

Limitation on Incorporation by Reference

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

August 5, 2026

VEECO INSTRUMENTS INC.

By:

/s/ Kirk Mackey

Name: Kirk Mackey

Title: Vice President, General Counsel

EX-99.1

Filename: veco-20260805xex99d1.htm · Sequence: 2

EXHIBIT 99.1

VEECO REPORTS SECOND QUARTER 2026 FINANCIAL RESULTS

Second Quarter 2026 Highlights:

● Revenue of $193.5 million, compared with $166.1 million in the same period last year

● GAAP net income of $11.9 million, or $0.18 per diluted share, compared with $11.7 million, or $0.20 earnings per diluted share in the same period last year

● Non-GAAP net income of $21.8 million, or $0.33 per diluted share, compared with $21.5 million, or $0.36 per diluted share in the same period last year

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

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

GAAP Results

Q2 '26

Q2 '25

Revenue

193.5

166.1

Net income

11.9

11.7

Diluted earnings per share

0.18

0.20

Non-GAAP Results

Q2 '26

Q2 '25

Operating income

23.1

Net income

21.8

21.5

Diluted earnings per share

0.33

0.36

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

Guidance and Outlook

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

● Revenue is expected in the range of $200 million to $220 million

● GAAP diluted earnings per share are expected in the range of $0.20 to $0.34

● Non-GAAP diluted earnings per share are expected in the range of $0.35 to $0.49

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

● Revenue is expected in the range of $780 million to $810 million

● GAAP diluted earnings per share are expected in the range of $0.78 to $1.02

● Non-GAAP diluted earnings per share are expected in the range of $1.36 to $1.61

Conference Call Information

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

About Veeco

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

No Offer or Solicitation

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

Forward-looking Statements

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

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

-financial tables attached-

Veeco Contacts:

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

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

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

Three months ended June 30,

Six months ended June 30,

2026

2025

2026

2025

Net sales

193,481

166,104

351,822

333,396

Cost of sales

118,649

97,377

221,162

196,202

Gross profit

74,832

68,727

130,660

137,194

Operating expenses, net:

Research and development

33,343

31,560

63,218

60,074

Selling, general, and administrative

27,629

23,927

53,645

48,955

Amortization of intangible assets

607

821

1,312

1,642

Merger costs

1,464

—

3,476

—

Other operating expense (income), net

(64)

(186)

Total operating expenses, net

62,979

56,357

121,465

110,676

Operating income

11,853

12,370

9,195

26,518

Interest income (expense), net

1,171

905

2,346

1,741

Other income (expense), net

—

(653)

—

(653)

Income before income taxes

13,024

12,622

11,541

27,606

Income tax expense

1,167

889

3,926

Net income

11,857

11,733

11,533

23,680

Income per common share:

Basic

0.19

0.20

0.19

0.41

Diluted

0.18

0.20

0.18

0.40

Weighted average number of shares:

Basic

61,064

59,076

60,777

58,434

Diluted

66,782

60,237

64,936

60,072

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands)

June 30,

December 31,

2026

2025

(unaudited)

Assets

Current assets:

Cash and cash equivalents

214,458

163,466

Short-term investments

214,940

226,763

Accounts receivable, net

148,369

110,685

Contract assets

23,430

34,838

Inventories

292,495

275,298

Prepaid expenses and other current assets

36,582

34,286

Total current assets

930,274

845,336

Property, plant and equipment, net

110,265

108,646

Operating lease right-of-use assets

23,634

24,606

Intangible assets, net

4,384

5,696

Goodwill

214,964

Deferred income taxes

124,045

122,935

Other assets

6,899

3,612

Total assets

1,414,465

1,325,795

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

57,480

55,345

Accrued expenses and other current liabilities

54,087

45,503

Contract liabilities

123,682

74,161

Income taxes payable

1,720

3,048

Total current liabilities

236,969

178,057

Deferred income taxes

492

532

Long-term debt

226,543

226,009

Long-term operating lease liabilities

30,470

31,837

Other liabilities

17,209

3,852

Total liabilities

511,683

440,287

Total stockholders’ equity

902,782

885,508

Total liabilities and stockholders’ equity

1,414,465

1,325,795

Note on Reconciliation Tables

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

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

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

(in thousands)

(unaudited)

Non-GAAP Adjustments

Share-Based

Three months ended June 30, 2026

GAAP

Compensation

Amortization

Other

Non-GAAP

Net sales

193,481

Gross profit

74,832

1,600

76,432

Gross margin

38.7

39.5

Operating expenses

62,979

(7,615)

(607)

(1,464)

53,293

Operating income

11,853

9,215

607

1,464

23,139

Net income

11,857

9,215

607

21,750

- See table below for additional details.

Other Non-GAAP Adjustments (Q2 2026)

(in thousands)

(unaudited)

Three months ended June 30, 2026

Merger related expenses

1,464

Subtotal

1,464

Non-cash interest expense

290

Non-GAAP tax adjustment *

(1,683)

Total Other

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

Net Income per Common Share (Q2 2026)

(in thousands, except per share amounts)

(unaudited)

Three months ended June 30, 2026

GAAP

Non-GAAP

Numerator:

Net income available to common shareholders

11,857

21,750

Denominator:

Basic weighted average shares outstanding

61,064

Effect of potentially dilutive share-based awards

1,972

Dilutive effect of 2029 Convertible Senior Notes

3,746

Diluted weighted average shares outstanding

66,782

Net income per common share:

Basic

0.19

0.36

Diluted

0.18

0.33

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

(in thousands)

(unaudited)

Non-GAAP Adjustments

Share-based

Three months ended June 30, 2025

GAAP

Compensation

Amortization

Other

Non-GAAP

Net sales

166,104

Gross profit

68,727

1,991

70,718

Gross margin

41.4

42.6

Operating expenses

56,357

(7,660)

(821)

(255)

47,621

Operating income

12,370

9,651

821

255

23,097

Net income

11,733

9,651

821

(670)

21,535

- See table below for additional details.

Other Non-GAAP Adjustments (Q2 2025)

(in thousands)

(unaudited)

Three months ended June 30, 2025

Other

255

Subtotal

255

Non-cash interest expense

292

Other (income) expense, net

653

Non-GAAP tax adjustment *

(1,870)

Total Other

(670)

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

Net Income per Common Share (Q2 2025)

(in thousands, except per share amounts)

(unaudited)

Three months ended June 30, 2025

GAAP

Non-GAAP

Numerator:

Net income

11,733

21,535

Interest expense associated with 2025 and 2027 Convertible Senior Notes

125

113

Net income available to common shareholders

11,858

21,648

Denominator:

Basic weighted average shares outstanding

59,076

Effect of potentially dilutive share-based awards

257

Dilutive effect of 2027 Convertible Senior Notes (1)

904

685

Diluted weighted average shares outstanding

60,237

60,018

Net income per common share:

Basic

0.20

0.36

Diluted

0.20

0.36

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

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

(in thousands)

(unaudited)

Three months ended

June 30, 2026

June 30, 2025

GAAP Net income

11,857

11,733

Share-based compensation

9,215

9,651

Amortization

607

821

Merger related expenses

1,464

—

Interest (income) expense, net

(1,171)

(905)

Other

—

908

Income tax expense (benefit)

1,167

889

Non-GAAP Operating income

23,139

23,097

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

(in millions, except per share amounts)

(unaudited)

Non-GAAP Adjustments

Guidance for the three months ending

Share-based

September 30, 2026

GAAP

Compensation

Amortization

Other

Non-GAAP

Net sales

200

220

200

220

Gross profit

—

Gross margin

40%

42%

41%

42%

Operating expenses

(8)

—

(1)

Operating income

—

Net income

—

Income per diluted common share

0.20

0.34

0.35

0.49

Income per Diluted Common Share (Q3 2026)

(in millions, except per share amounts)

(unaudited)

Guidance for the three months ending September 30, 2026

GAAP

Non-GAAP

Numerator:

Net income available to common shareholders

Denominator:

Basic weighted average shares outstanding

Effect of potentially dilutive share-based awards

Dilutive effect of 2029 Convertible Senior Notes

Diluted weighted average shares outstanding

Net income per common share:

Income per diluted common share

0.20

0.34

0.35

0.49

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

(in millions)

(unaudited)

Guidance for the three months ending September 30, 2026

GAAP Net income

Share-based compensation

Merger related expense

Interest expense (income)

(1)

Income tax expense

Non-GAAP Operating income

Note: Amounts may not calculate precisely due to rounding.

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

(in millions, except per share amounts)

(unaudited)

Non-GAAP Adjustments

Guidance for the year ending

Share-based

December 31, 2026

GAAP

Compensation

Amortization

Other

Non-GAAP

Net sales

780

810

780

810

Gross profit

306

334

—

312

340

Gross margin

39%

41%

40%

42%

Operating expenses

253

263

(30)

(2)

(6)

215

225

Operating income

115

Net income

107

Income per diluted common share

0.78

1.02

1.36

1.61

Income per Diluted Common Share (FY 2026)

(in millions, except per share amounts)

(unaudited)

Guidance for the year ending December 31, 2026

GAAP

Non-GAAP

Numerator:

Net income available to common shareholders

107

Denominator:

Basic weighted average shares outstanding

Effect of potentially dilutive share-based awards

Dilutive effect of 2029 Convertible Senior Notes

Diluted weighted average shares outstanding

Net income per common share:

Income per diluted common share

0.78

1.02

1.36

1.61

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

(in millions)

(unaudited)

Guidance for the year ending December 31, 2026

GAAP Net income

Share-based compensation

Amortization

Merger related expense

Interest expense (income)

(4)

Income tax expense

Non-GAAP Operating income

115

EX-99.2

Filename: veco-20260805xex99d2.htm · Sequence: 3

Exhibit 99.2

Q2 2026 Financial

Results Conference Call

August 5th, 2026

Veeco Instruments

Disclaimer

No Offer or Solicitation

solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made, except by means of a prospectus meeting the requirements of

Section 10 of the Securities Act of 1933, as amended.

Forward-looking Statements

This presentation contains “forward-looking statements”, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, as amended, that are based on management’s

expectations, estimates, projections and assumptions. Words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “estimates” and variations of these words and similar expressions are intended to identify

forward-looking statements. Forward-looking statements include, but are not limited to, those regarding anticipated growth and trends in our businesses and markets, industry outlooks and demand drivers, including trends

related to artificial intelligence and high-performance computing, statements regarding the pending merger with Axcelis, the timing of shipments, deliveries and revenue recognition, statements regarding shipments

currently being held by U.S. Customers, our investment and growth strategies, our development of new products and technologies, our business outlook for current and future periods, our ongoing transformation initiative

and the effects thereof on our operations and financial results, the timing, completion and expected benefits of the proposed transaction and other statements that are not historical facts. These statements and their

underlying assumptions are subject to risks and uncertainties and are not guarantees of future performance. Factors that could cause actual results to differ materially from those expressed or implied by such statements

include, without limitation: the level of demand for our products; global economic and industry conditions; global trade issues, including the effects of foreign and domestic tariffs and the ongoing trade disputes between the

U.S. and China, and changes in trade and export license policies; our dependency on third-party suppliers and outsourcing partners; the timing of customer orders; our ability to develop, deliver and support new products

and technologies; our ability to expand our current markets, increase market share and develop new markets; the concentrated nature of our customer base; cybersecurity attacks and our ability to safeguard sensitive

information and protect our intellectual property rights in key technologies; the effects of regional or global health epidemics; delays in or failure to complete the proposed transaction, whether due to an inability by either

party to satisfy one or more conditions to closing, including an inability to obtain regulatory approval in China, the occurrence of events or changes in circumstances that give rise to the termination of the applicable merger

agreement by either party, or otherwise; risks related to the pendency of the proposed transaction and its effect on our business, financial condition, results of operations, cash flows and stock price; our ability to achieve

the objectives of operational and strategic initiatives and attract, motivate and retain key employees, including as a result of the proposed transaction; diversion of management time and attention from ordinary course

business operations to the proposed transaction and other potential disruptions to our business relating thereto; the variability of results among products and end-markets, and our ability to accurately forecast future

results, market conditions, and customer requirements; the impact of our indebtedness, including our convertible senior notes and our capped call transactions; and other risks and uncertainties described in our SEC filings

on Forms 10-K, 10-Q and 8-K, and from time-to-time in our other SEC reports. All forward-looking statements speak only to management’s expectations, estimates, projections and assumptions as of the date of this

presentation. The Company does not undertake any obligation to update or publicly revise any forward-looking statements to reflect events, circumstances or changes in expectations after the date of this presentation.

Non-GAAP Financial Measures

This presentation also includes references to financial measures that are calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles in the United States

of America (“GAAP”). These non-GAAP measures include, but are not limited to, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP net income and

non-GAAP diluted earnings per share. Any non-GAAP financial measures used in this presentation are in addition to, and should not be considered superior to, or a substitute for, financial statements prepared in accordance

with GAAP. Non-GAAP financial measures should not be considered in isolation or as an alternative to financial statements prepared in accordance with GAAP and are subject to significant inherent limitations. We believe

these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Veeco's financial condition and results of operations. The

non-GAAP measures presented herein should not be comparable to similar non-GAAP measures presented by other companies. These non-GAAP financial measures are subject to inherent limitations as they reflect the

exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. A reconciliation of non-GAAP financial measures used in this

presentation to the most directly comparable GAAP financial measures is included in the Appendix.

Bill Miller, Ph.D.

CEO Overview

Q2 2026 Highlights

1. Strong performance and street beat

2. Acceleration of order momentum across all major

end markets; strengthening 2027 visibility

• Secured $200M in Advanced Packaging orders

3. Executing manufacturing expansion plan;

deliberate investments ahead of 2027 revenue

4. Achieved major milestones for next-generation

NSA program

Revenue

$193M

Non-GAAP

Operating Income

$23M

Non-GAAP

EPS

0.33₵

Key Takeaways

2026 2030

Total Served Available Market

Annealing IBD Advanced Packaging Services & Other 5

Veeco’s Critical Role in Semi Manufacturing & SAM Expansion

Deposition Lithography Etch Ion Implant Anneal Inspection Adv.

Packaging

IBD

300

IBD

EUV

LSA

Wet

Processing Litho

FRONT END Representative Process Steps BACK END

NSA

Key Process 2026 2030

Annealing

Laser Spike Annealing (LSA)

~$800M ~$1.3B

Nanosecond Annealing (NSA)

Ion Beam

Deposition

IBD300

Front End Semi

~$120M ~$500M

IBD Extreme Ultraviolet (EUV)

Mask Blanks & Pellicles

Advanced

Packaging

Wet Processing and

Lithography ~$600M ~$1.0B

Projected

~12% CAGR

~$1.7B

~$3.0B

New products Driving revenue

Compound Semi Projected SAM Growth

Source: Veeco Served Available Market based on TrendFocus, Gartner, Yole Group and internal analysis

Key Driver 2026 2030

Silicon

Photonics

(InP Lasers)

• Lumina® MOCVD InP platform

• WaferEtch® and WaferStorm® systems

• Spector® IBD for laser diode facets coatings

~$300M ~$700M

Other

Photonics

• Lumina® MOCVD platform for red MicroLED and

solar cells

• Propel® 300 for GaN on Si MicroLED for AR / VR and

optical communications

~$300M ~$550M

GaN Power

• Propel® single wafer MOCVD platform for 200mm

and 300mm GaN

• Propel® 300mm GaN on Si evaluation system at

leading IDM customer

• Received Propel® 300mm pilot line order in 2H ‘25

~$150M ~$250M

Veeco’s Technology Supports AI, Power Efficiency, and Advanced Connectivity, which are Reshaping the Industry

2026 2030

Total Served Available Market

GaN Power Silicon Photonics Other Photonics

RF & Other Services

Projected

~15% CAGR

~$1.0B

~$2.0B

Veeco’s Critical Role in Compound Semi: Indium

Phosphide Laser Solutions

Repeat cycle depending on device

Epitaxy Patterning Metallization Anneal /

Cleave Etch Laser Facet

Coating

Lumina® MOCVD

InP Platform

Size of bubble represents approximate market opportunity

Veeco Provides Differentiated Solutions for Key Steps in manufacturing InP Lasers Driven by AI Infrastructure

Cumulative at least $2B Total Market Opportunity over the next several years

WaferEtch® /

WaferStorm®

Wet Processing Spector®

Ion Beam Deposition

Source: Veeco Total Market Opportunity based on TrendFocus, Gartner, Yole Group and internal analysis

John Kiernan

CFO Overview

Revenue by Market

Scientific &

Other

Semiconductor

Compound

Semiconductor

Data

Storage

10%

11%

68%

United States $193M

Revenue Trend ($M) Q2 25 Q1 26 Q2 26

Semiconductor 124 109 131

Compound Semi 14 19 21

Data Storage 12 10 22

Scientific & Other 16 20 20

Total 166 158 193

Revenue Trend ($M) Q2 25 Q1 26 Q2 26

APAC 98 90 70

USA 22 32 59

China 27 20 48

EMEA & ROW 18 16 16

Total 166 158 193

Q2 2026 Revenue by Market & Region

Amounts may not calculate precisely due to rounding.

Revenue by Region

ROW is negligible

31%

25%

36%

United States

EMEA & ROW

APAC

China

Amounts may not calculate precisely due to rounding. A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation.

In millions

(except per share amounts)

GAAP Non-GAAP Non-GAAP

Q1 26 Q2 26 Q1 26 Q2 26

Q2 26 Guidance

(as of May 5th, 2026)

Revenue $158.3 $193.5 $158.3 $193.5 $170M - $190M

Gross Profit 55.8 74.8 57.3 76.4

Gross Margin 35.3% 38.7% 36.2% 39.5% 38% - 40%

Operating Expenses 58.5 63.0 48.8 53.3 $52M - $55M

Operating Income (Loss) (2.7) 11.9 8.6 23.1

Net Income (Loss) (0.3) 11.9 8.9 21.8 $12M - $21M

Diluted Earnings Per Share (Loss) (0.01) 0.18 0.14 0.33 $0.20 - $0.32

Diluted Shares 60.4 66.8 61.9 66.8

Q2 2026 Operating Results

Amounts may not calculate precisely due to rounding. A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation.

Balance Sheet and Cash Flow Highlights

$ millions Q1 2026 Q2 2026

Cash & Short-Term Investments 383 429

Accounts Receivable 151 148

Inventories 282 292

Accounts Payable 60 57

Long-Term Debt 226 227

Cash Flow from Operations 8 51

Capital Expenditures 5 4

DSO (days) 86 69

DIO (days) 245 218

DPO (days) 54 44

Q3 & FY 2026 Outlook

A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation.

Q3 2026 FY 2026

GAAP Non-GAAP GAAP Non-GAAP

Revenue $200M - $220M $200M - $220M $780M - $810M $780M - $810M

Gross Margin 40% - 42% 41% - 42% 39% - 41% 40% - 42%

Operating Expenses $66M - $67M $57M - $58M $253M - $263M $215M - $225M

Net Income $14M – $23M $23M - $33M $52M - $68M $91M - $107M

Diluted Earnings Per Share $0.20 – $0.34 $0.35 - $0.49 $0.78 - $1.02 $1.36 - $1.61

Q&A

Backup & Financial Tables

$M 2022 2023 2024 2025 2026

FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2

Semi 369.4 93.1 106.3 98.2 115.2 412.7 120.4 109.9 124.1 112.1 466.6 123.8 123.9 118.3 110.5 476.6 109.0 130.7

Compound

Semi 121.2 21.2 24.1 25.7 16.3 87.3 21.0 18.2 15.6 22.8 77.6 14.4 14.2 10.9 20.1 59.6 18.8 20.5

Data Storage 87.5 21.5 13.9 34.0 19.1 88.5 18.0 34.0 32.8 14.1 98.9 6.7 12.4 10.0 10.2 39.2 10.2 22.2

Scientific &

Other 68.0 17.7 17.4 19.6 23.4 78.0 15.1 13.8 12.4 33.0 74.2 22.4 15.7 26.7 24.2 88.9 20.3 20.1

Total 646.1 153.5 161.6 177.4 173.9 666.4 174.5 175.9 184.8 182.1 717.3 167.3 166.1 165.9 165.0 664.3 158.3 193.5

Historical Revenue by End-Market

Amounts may not calculate precisely due to rounding.

2029 Convertible Notes Outstanding

Convertible

Notes Due

June 2029

Principal

Amount

Carrying

Value Coupon

Annual

Cash

Interest

Annual

Non-Cash

Interest

Initial

Conversion

Price

$230M $227M 2.875% $6.6M $1.1M $29.22

As of June 30, 2026

* The Company is required to settle the principal amount of the 2029 Convertible Notes in cash,and has the option to settle the excess above principal in any combination of

cash or shares. As such, only “in-the-money” shares above the implied conversion price of $29.22 are added to the diluted share count, and there is no interest expense add-back to the numerator for purposes of calculating diluted EPS.

Effect of Convertible Notes on Diluted EPS

(GAAP and Non-GAAP)*

Average Stock Price per

Common Share

Incremental Dilutive

Shares (in thousands)

$29.00 -

$30.00 205

$35.00 1,300

$40.00 2,121

$45.00 2,760

$50.00 3,271

$55.00 3,689

$60.00 4,037

$65.00 4,332

$70.00 4,585

$75.00 4,804

$80.00 4,996

Note on Reconciliation Tables

These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore

not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial

measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction

costs, non-cash amortization of acquired intangible assets, incremental transaction-related compensation, and certain

integration costs.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies.

Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial

performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended

to facilitate meaningful comparisons to historical operating results, competitors' operating results, and estimates made

by securities analysts. Management is evaluated on key performance metrics including Non-GAAP Operating Income,

which is used to determine management incentive compensation as well as to forecast future periods.

These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental

information used by management in its financial and operational decision-making. In addition, similar Non-GAAP

financial measures have historically been reported to investors; the inclusion of comparable numbers provides

consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial

measures used in this news release to their most directly comparable GAAP financial measures.

Supplemental Information—GAAP to Non-GAAP Reconciliation

$ millions Q1 26 Q2 26

Net sales $158.3 $193.5

GAAP gross profit 55.8 74.8

GAAP gross margin 35.3% 38.7%

Add: Share-based comp 1.5 1.6

Non-GAAP gross profit $57.3 $76.4

Non-GAAP gross margin 36.2% 39.5%

$ millions Q1 26 Q2 26

GAAP Net income (loss) ($0.3) $11.9

Add: Share-based comp 8.5 9.2

Add: Amortization 0.7 0.6

Add: Merger related expenses 2.0 1.5

Add: Interest expense (income) (1.2) (1.2)

Add: Tax expense (benefit) (1.2) 1.2

Non-GAAP operating income $8.6 $23.1

$ millions, except per share amounts Q1 26 Q2 26

GAAP Basic weighted average shares 60.4 61.1

GAAP Diluted weighted average shares 60.4 66.8

GAAP Basic EPS ($0.01) $0.19

GAAP Diluted EPS ($0.01) $0.18

GAAP Net income (loss) ($0.3) $11.9

Add: Share-based comp 8.5 9.2

Add: Amortization 0.7 0.6

Add: Merger related expenses 2.0 1.5

Add: Non-cash interest expense 0.2 0.3

Add: Tax adjustment from GAAP to Non-GAAP (2.3) (1.7)

Non-GAAP net income 8.9 21.8

Non-GAAP basic EPS $0.15 $0.36

Non-GAAP diluted EPS $0.14 $0.33

Non-GAAP basic weighted average shares 60.4 61.1

Non-GAAP diluted weighted average shares 61.9 66.8

$ millions Q1 26 Q2 26

GAAP operating expenses $58.5 $63.0

Share-based compensation (7.0) (7.6)

Amortization (0.7) (0.6)

Merger related expenses (2.0) (1.5)

Non-GAAP operating expenses $48.8 $53.3

Amounts may not calculate precisely due to rounding.

$ millions Non-GAAP Adjustments

GAAP

Share-Based

Compensation Amortization Other Non-GAAP

Net Sales $193.5 $193.5

Gross Profit 74.8 1.6 — — 76.4

Gross Margin 38.7% 39.5%

Operating Expenses $63.0 (7.6) (0.6) (1.5) $53.3

Operating Income $11.9 9.2 0.6 1.5 $23.1

Net Income $11.9 9.2 0.6 0.1 $21.8

Q2 2026 Actual: GAAP to Non-GAAP Reconciliation

Income per Diluted Common Share

GAAP Non-GAAP

Net Income available to common shareholders $11.9 $21.8

Basic weighted average common shares 61.1 61.1

Add: Dilutive effect of share-based awards 2.0 2.0

Add: Dilutive effect of 2029 Convertible Senior Notes 3.7 3.7

Diluted weighted average common shares 66.8 66.8

Basic income per common share $0.19 $0.36

Diluted income per common share $0.18 $0.33

Other Non-GAAP Adjustments

Merger related expenses 1.5

Subtotal 1.5

Non-cash Interest Expense 0.3

Non-GAAP tax adjustment (1.7)

Total Other $0.1

Amounts may not calculate precisely due to rounding.

Reconciliation of GAAP to non-GAAP Financial Data

Non-GAAP Adjustments

GAAP

Share-Based

Compensation Amortization Other Non-GAAP

Net Sales $200–$220 $200–$220

Gross Profit 80–92 1 — — 82–93

Gross Margin 40%–42% 41%–42%

Operating Expenses $66–$67 (8) — (1) $57–$58

Operating Income $14–$25 9 — 1 $25–$35

Net Income $14–$23 9 — — $23–$33

Income per Diluted Share $0.20–$0.34 $0.35–$0.49

Q3 2026 Guidance

($ millions, except per share amounts)

Reconciliation of GAAP Net Income to non-GAAP Operating Income

GAAP Net Income $14–$23

Share-Based Compensation 9

Merger related expenses 1

Interest expense (income) (1)

Income tax expense (benefit) 2-3

Non-GAAP Operating Income $25–$35

Amounts may not calculate precisely due to rounding.

Income per Diluted Common Share

GAAP Non-GAAP

Net income available to common shareholders $14–$23 $23–$33

Basic weighted average common shares 61 61

Add: Dilutive effect of share-based awards 2 2

Add: Dilutive effect of 2029 Convertible Senior Notes 4 4

Diluted weighted average common shares 67 67

Income per diluted common share $0.20-$0.34 $0.35-$0.49

Reconciliation of GAAP to non-GAAP Financial Data

Non-GAAP Adjustments

GAAP

Share-Based

Compensation Amortization Other Non-GAAP

Net Sales $780–$810 $780–$810

Gross Profit 306–334 6 — — 312–340

Gross Margin 39%–41% 40%–42%

Operating Expenses $253–$263 (30) (2) (6) $215–$225

Operating Income $53–$71 36 2 6 $97–$115

Net Income $52–$68 36 2 1 $91–$107

Income per Diluted Share $0.78–$1.02 $1.36–$1.61

FY 2026 Guidance

($ millions, except per share amounts)

Reconciliation of GAAP Net Income to non-GAAP Operating Income

GAAP Net Income $52–$68

Share-Based Compensation 36

Amortization 2

Merger related expenses 6

Interest expense (income) (4)

Income tax expense (benefit) 5-7

Non-GAAP Operating Income $97–$115

Amounts may not calculate precisely due to rounding.

Income per Diluted Common Share

GAAP Non-GAAP

Net income available to common shareholders $52–$68 $91–$107

Basic weighted average common shares 62 62

Add: Dilutive effect of share-based awards 1 1

Add: Dilutive effect of 2029 Convertible Senior Notes 4 4

Diluted weighted average common shares 67 67

Income per diluted common share $0.78-$1.02 $1.36-$1.61

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Document and Entity Information

Aug. 05, 2026

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Entity Registrant Name

VEECO INSTRUMENTS INC.

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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 13e-4(c) under the Exchange Act.

+ References

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

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-Name Exchange Act

-Number 240

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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

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-Section 14d

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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

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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

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-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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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

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