8-K

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, 2025

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
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(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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ¨

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

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common Stock, par value $0.001 per share	ACLS	NASDAQ<br> Global Select Market

Item 2.02 Results of Operations and Financial Condition

On August 5, 2025, Axcelis Technologies, Inc. (the “Company”) issued a press release regarding its financial results for its quarter ended June 30, 2025. 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 August 5, 2025. Filed herewith
104	Cover<br>Page Interactive Data File (embedded within the Inline XBRL document)

2

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: August 5, 2025	Axcelis Technologies, Inc.
	By:	/s/ James Coogan
		James Coogan
		Executive Vice President
		and Chief Financial Officer

3

Exhibit 99.1

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News Release

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Axcelis Announces Financial Results for SecondQuarter 2025

Q2 Highlights:

·	Revenue of $194.5 million
·	GAAP Gross Margin of 44.9%, and Non-GAAP Gross Margin of 45.2%
·	GAAP Operating Margin of 14.9% and Non-GAAP Operating Margin of 17.7%
·	GAAP Diluted earnings per share of $0.98, and Non-GAAP Diluted earningsper share of $1.13

BEVERLY, Mass.— August 5, 2025—Axcelis Technologies, Inc. (Nasdaq: ACLS) today announced financial results for the second quarter ended June 30, 2025.

President and CEO Russell Low commented, “Axcelis delivered strong results in the second quarter despite the cyclical digestion period in many of our markets, demonstrating the value we provide our customers and the strength of our team. We are deepening customer engagement, expanding our footprint in high-value applications, and seeing continued momentum in our CS&I business supported by our growing installed base. As we look ahead, we remain focused on innovation, customer collaboration, and disciplined execution to deliver on our strategic initiatives and position Axcelis to drive long term growth and profitability.”

Executive Vice President and Chief Financial Officer Jamie Coogan said, “We generated strong profitability and cash flow in the second quarter, reflecting disciplined cost control and favorable mix. We increased our share repurchase activity to $45 million during the quarter, reflecting our confidence in the attractive long-term fundamentals of our business. Our strong balance sheet enables us to continue repurchasing shares in a disciplined and opportunistic manner, while also investing in our business.”

Results Summary

(In thousands,except per share amounts and percentages)

	Three months ended June 30,
	2025			2024
Revenue	$	194,544		$	256,512
Gross margin		44.9	%		43.8	%
Operating margin		14.9	%		20.6	%
Net income	$	31,376		$	50,866
Diluted earnings per share	$	0.98		$	1.55
Non-GAAP Results
Non-GAAP gross margin		45.2	%		44.3	%
Non-GAAP operating margin		17.7	%		23.3	%
Adjusted EBITDA	$	38,872		$	63,568
Non-GAAP net income	$	36,013		$	56,797
Non-GAAP diluted earnings per share	$	1.13		$	1.73
News Release
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Business Outlook

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For the third quarter ending September 30, 2025, Axcelis expects revenues of approximately $200 million, GAAP earnings per diluted share of approximately $0.87, and non-GAAP earnings per share of approximately $1.00.

Please refer to Third Quarter 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.

Second Quarter 2025 Conference Call

The Company will host a call today to discuss the results at 8:30 a.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/BI26107577cb204cb0baebc5afe993b0d1

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 and certain items related to restructuring and severance charges and any associated adjustments.

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.

News Release

Safe Harbor Statement

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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.

CONTACTS:

Investor Relations Contact:

David Ryzhik

Senior Vice President, Investor Relations and Corporate Strategy

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						Six months ended
	June 30,						June 30,
	2025			2024			2025			2024
Revenue:
Product	$	183,402		$	245,380		$	366,226		$	488,798
Services		11,142			11,132			20,881			20,085
Total revenue		194,544			256,512			387,107			508,883
Cost of revenue:
Product		95,462			134,759			189,962			262,670
Services		11,739			9,344			21,034			17,753
Total cost of revenue		107,201			144,103			210,996			280,423
Gross profit		87,343			112,409			176,111			228,460
Operating expenses:
Research and development		27,064			25,786			54,192			51,448
Sales and marketing		15,003			17,230			30,127			34,675
General and administrative		16,311			16,583			33,668			32,988
Total operating expenses		58,378			59,599			117,987			119,111
Income from operations		28,965			52,810			58,124			109,349
Other income (expense):
Interest income		5,481			6,051			11,082			11,566
Interest expense		(1,355	)		(1,339	)		(2,722	)		(2,684	)
Other, net		1,906			(257	)		1,597			(1,968	)
Total other income		6,032			4,455			9,957			6,914
Income before income taxes		34,997			57,265			68,081			116,263
Income tax provision		3,621			6,399			8,126			13,803
Net income	$	31,376		$	50,866		$	59,955		$	102,460
Net income per share:
Basic	$	0.99		$	1.56		$	1.87		$	3.14
Diluted	$	0.98		$	1.55		$	1.87		$	3.12
Shares used in computing net income per share:
Basic weighted average shares of common stock		31,847			32,598			32,051			32,618
Diluted weighted average shares of common stock		31,882			32,771			32,103			32,848
News Release
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Axcelis Technologies, Inc.

Consolidated Balance Sheets

(In thousands, except per share amounts)

(Unaudited)

			December 31,
			2024
ASSETS
Current assets:
Cash and cash equivalents	173,649		$	123,512
Short-term investments	376,193			447,831
Accounts receivable, net	138,841			203,149
Inventories, net	310,768			282,225
Prepaid income taxes	5,505			6,420
Prepaid expenses and other current assets	59,519			60,471
Total current assets	1,064,475			1,123,608
Property, plant and equipment, net	57,377			53,784
Operating lease assets	28,561			29,621
Finance lease assets, net	14,704			15,346
Long-term restricted cash	7,631			7,552
Deferred income taxes	72,432			68,277
Long-term investments	31,114			-
Other assets	47,192			50,593
Total assets	1,323,486		$	1,348,781
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	37,111		$	46,928
Accrued compensation	16,631			25,536
Warranty	10,903			13,022
Deferred revenue	89,827			94,673
Current portion of finance lease obligation	1,437			1,345
Other current liabilities	21,198			26,018
Total current liabilities	177,107			207,522
Long-term finance lease obligation	41,567			42,329
Long-term deferred revenue	39,915			43,501
Other long-term liabilities	42,514			42,639
Total liabilities	301,103			335,991
Stockholders’ equity:
Common stock, 0.001 par value, 75,000 shares authorized; 31,418 shares issued and outstanding at June 30, 2025; 32,365 shares issued and outstanding at December 31, 2024	31			32
Additional paid-in capital	535,667			548,654
Retained earnings	487,164			470,318
Accumulated other comprehensive loss	(479	)		(6,214	)
Total stockholders’ equity	1,022,383			1,012,790
Total liabilities and stockholders’ equity	1,323,486		$	1,348,781

All values are in US Dollars.

News Release

Axcelis Technologies, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Three months ended						Six months ended
	June 30,						June 30,
	2025			2024			2025			2024
Cash flows from operating activities
Net income	$	31,376		$	50,866		$	59,955		$	102,460
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,515			3,861			8,824			7,636
Stock-based compensation expense		5,421			5,469			10,324			10,159
Other		(9,335	)		2,113			(11,017	)		5,256
Change in other assets and liabilities, net		7,750			(22,242	)		11,436			(43,221	)
Net cash provided by operating activities		39,727			40,067			79,522			82,290
Cash flows from investing activities
Expenditures for property, plant and equipment and capitalized software		(1,985	)		(2,004	)		(6,945	)		(3,624	)
Other changes in investing activities, net		(2,628	)		(3,599	)		42,801			(57,670	)
Net cash (used in) provided by investing activities		(4,613	)		(5,603	)		35,856			(61,294	)
Cash flows from financing activities
Repurchase of common stock		(45,337	)		(14,996	)		(63,515	)		(29,995	)
Other changes from financing activities, net		(1,650	)		(7,605	)		(3,582	)		(10,661	)
Net cash used in financing activities		(46,987	)		(22,601	)		(67,097	)		(40,656	)
Effect of exchange rate changes on cash and cash equivalents		1,643			(661	)		1,935			(2,474	)
Net (decrease) increase in cash, cash equivalents and restricted cash		(10,230	)		11,202			50,216			(22,134	)
Cash, cash equivalents and restricted cash at beginning of period		191,510			140,615			131,064			173,951
Cash, cash equivalents and restricted cash at end of period	$	181,280		$	151,817		$	181,280		$	151,817
News Release
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Notes on Our Non-GAAPFinancial 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 FinancialMeasures

(In thousands, except per share amounts)

	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
GAAP gross Profit	$	87,343		$	112,409		$	176,111		$	228,460
Restructuring^1^		-			876			226			876
Stock-based compensation		569			462			922			752
Non-GAAP gross profit	$	87,912		$	113,747		$	177,259		$	230,088
Non-GAAP gross margin		45.2	%		44.3	%		45.8	%		45.2	%
GAAP operating expense	$	58,378		$	59,599		$	117,987		$	119,111
Bad debt expense		-			-			-			459
Restructuring^1^		29			(552	)		(894	)		(552	)
Stock-based compensation		(4,852	)		(5,007	)		(9,402	)		(9,407	)
Non-GAAP operating expense	$	53,555		$	54,040		$	107,691		$	109,611
GAAP operating income	$	28,965		$	52,810		$	58,124		$	109,349
Bad debt expense		-			-			-			(459	)
Restructuring^1^		(29	)		1,428			1,120			1,428
Stock-based compensation		5,421			5,469			10,324			10.159
Non-GAAP operating income	$	34,357		$	59,707		$	69,568		$	120,477
Non-GAAP operating margin		17.7	%		23.3	%		18.0	%		23.7	%
GAAP income tax provision	$	3,621		$	6,399		$	8,126		$	13,803
Income tax effect of Non-GAAP adjustments^2^		755			966			1,602			1,558
Non-GAAP income tax provision	$	4,376		$	7,365		$	9,728		$	15,361
GAAP net income	$	31,376		$	50,866		$	59,955		$	102,460
Bad debt expense		-			-			-			(459	)
Restructuring^1^		(29	)		1,428			1,120			1,428
Stock-based compensation		5,421			5,469			10,324			10,159
Income tax effect of Non-GAAP adjustments^2^		(755	)		(966	)		(1,602	)		(1,558	)
Non-GAAP net income	$	36,013		$	56,797		$	69,797		$	112,030
GAAP diluted EPS	$	0.98		$	1.55		$	1.87		$	3.12
Bad debt expense		-			-			-			(0.01	)
Restructuring^1^		-			0.04			0.03			0.04
Stock-based compensation		0.17			0.17			0.32			0.31
Income tax effect of Non-GAAP adjustments^2^		(0.02	)		(0.03	)		(0.05	)		(0.05	)
Non-GAAP diluted EPS	$	1.13		$	1.73		$	2.17		$	3.41

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%.

News Release

Axcelis Technologies, Inc.

Reconciliation of Net Income to Adjusted EBITDA

(In thousands, except percentages)

	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
Net Income	$	31,376		$	50,866		$	59,955		$	102,460
Other (income)/expense		(6,032	)		(4,455	)		(9,957	)		(6,915	)
Income tax provision		3,621			6,399			8,126			13,803
Depreciation & amortization		4,515			3,861			8,824			7,636
Subtotal		33,480			56,671			66,948			116,984
Bad debt expense		-			-			-			(459	)
Restructuring^1^		(29	)		1,428			1,120			1,428
Stock-based compensation		5,421			5,469			10,324			10,159
Adjusted EBITDA	$	38,872		$	63,568		$	78,392		$	128,112
Adjusted EBITDA margin		20.0	%		24.8	%		20.3	%		25.2	%

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

Axcelis Technologies, Inc.

Third Quarter Outlook

GAAP to Non-GAAP Diluted Earnings Per Share

	Three months ended<br><br> September 30, 2025
GAAP diluted EPS	$	0.87
Stock-based compensation		0.17
Income tax effect of non-GAAP adjustments^1^		(0.03	)
Non-GAAP diluted EPS	$	1.00

Note 1: Impact of taxes from non-GAAP adjustments, uses adjusted tax rate of 14%

Figures may not sum due to rounding