AXCELIS TECHNOLOGIES INC Stock Compensation Disclosure

Note 13. Stock Award Plans and Stock-Based Compensation

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(a)          Equity Incentive Plans

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We maintain the Axcelis Technologies, Inc. 2012 Equity Incentive Plan (the “2012 Equity Plan” or the “Plan”), which became effective on May 2, 2012.

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The 2012 Equity Plan, as amended, reserves 12.5 million shares of common stock, $0.001 par value, for grant and permits the issuance of options, stock appreciation rights, restricted stock, restricted stock units, stock equivalents and awards of shares of common stock that are not subject to restrictions or forfeiture to selected employees, directors, and consultants of the Company. The total number of shares reserved for issuance under the Plan is the sum of 10.76 million shares approved by the shareholders, and 1.78 million shares added in accordance with the terms of the Plan as a result of

the expiration or forfeiture of awards granted under our prior equity plan. Shares that are not issued under an award (because such award expires, is terminated unexercised or is forfeited) revert back to the Plan.

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The term of stock options granted under the Plan is specified in the award agreements. Unless a lesser term is otherwise specified by the Compensation Committee of the Company’s Board of Directors, option awards under the 2012 Equity Plan will expire seven years from the date of grant. Under the terms of the Plan, the exercise price of a stock option may not be less than the fair market value of a share of the Company’s common stock on the date of grant. Under the 2012 Equity Plan, fair market value is defined as the last reported sale price of a share of the Company’s common stock on a national securities exchange as of any applicable date, as long as the Company’s shares are traded on such exchange.

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Stock options granted to employees generally vest over a period of four years, while stock options granted to non-employee members of the Company’s Board of Directors generally vest over a period of six months and, once vested, are not affected by the director’s termination of service to the Company. In limited circumstances, the Company may grant stock option awards with market-based vesting conditions, such as the Company’s common stock price, or other performance conditions. Termination of service by an employee will cause options to cease vesting as of the date of termination, and in most cases, employees will have 90 days after termination to exercise options that were vested as of the termination of employment. In general, retiring employees will have one year after termination of employment to exercise vested options. The Company settles stock option exercises with newly issued shares of common stock.

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Restricted stock units granted to employees during 2025 had both service-based vesting provisions and performance-based vesting provisions. Restricted stock units granted to employees generally vest over a service period of four years, while restricted stock units granted to non-employee members of the Company’s Board of Directors in 2025 vest over a service period of one year. We have granted restricted stock units to executive officers and other senior employees with performance vesting conditions, which may be subject to further service-based vesting terms. Unvested restricted stock unit awards expire upon termination of service to the Company. We settle restricted stock units upon vesting with newly issued shares of common stock.

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As of December 31, 2025, there were 2.7 million shares available for grant under the 2012 Equity Plan.

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As of December 31, 2025, there were no options outstanding and 0.7 million unvested restricted stock units outstanding under the 2012 Stock Plan.

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(b)          Employee Stock Purchase Plan

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The 2020 Employee Stock Purchase Plan (the “2020 ESPP”) provides our employees an opportunity to purchase common stock of the Company at less than market prices. Purchases are made through payroll deductions of up to 10% of the employee’s salary as elected by the participant, subject to certain caps set forth in the 2020 ESPP. Employees may purchase the Company’s common stock at 85% of its market price on the day the stock is purchased.

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The 2020 ESPP is considered compensatory and as such, compensation expense has been recognized based on the benefit of the discounted stock price, amortized to compensation expense over each offering period of six months. Compensation expense relating to the 2020 ESPP was approximately $0.4 million for each of the years ended December 31, 2025, 2024 and 2023.

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As of December 31, 2025, there were approximately 0.8 million shares reserved for issuance and available for purchase under the 2020 ESPP, with 18 thousand shares purchased on that date to be issued pending settlement. 38 thousand shares, 30 thousand shares, and 16 thousand shares were purchased under the 2020 ESPP for the year ended December 31, 2025, 2024 and 2023, respectively.

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(c)          Valuation of Restricted Stock Units

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The fair value of the Company’s restricted stock units is calculated based upon the fair market value of the Company’s stock at the date of grant.

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(d)          Summary of Stock-based Compensation Expense

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We use the straight-line attribution method to recognize expense for stock-based awards such that the expense associated with awards is evenly recognized throughout the period.

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The amount of stock-based compensation recognized is based on the value of the portion of the awards that are ultimately expected to vest. We estimate forfeitures at the time of grant and revise them, if necessary, in subsequent periods, if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock-based award. Based on a historical analysis, a forfeiture rate of 5% per year was applied to stock-based awards, including executive officer awards, for the years ended December 31, 2025, 2024 and 2023.

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For the years ended December 31, 2025, 2024 and 2023, we recognized stock-based compensation expense of $20.8 million, $21.0 million and $18.3 million, respectively. We present the expenses related to stock-based compensation in the same expense line items as cash compensation paid to our employees. For the years ended December 31, 2025, 2024 and 2023, we used restricted stock units in our annual equity compensation program.

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With regard to stock-based compensation, the statement of cash flows will report a net benefit related to tax deductions in excess of recognized compensation cost or a net charge related to non-deductible compensation cost. For the year ended December 31, 2025, the net charge related to non-deductible stock compensation was $1.2 million.

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(e)        Restricted Stock Units and Restricted Stock

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Restricted stock units represent the Company’s unfunded and unsecured promise to issue shares of the common stock at a future date, subject to the terms of the Award Agreement issued under the 2012 Equity Incentive Plan. Restricted stock unit awards granted in 2025 included time vested share awards and awards with performance vesting conditions. Restricted stock awards are issued shares of common stock that are subject to forfeiture on terms described in the Award Agreement, and may be granted under the 2012 Equity Incentive Plan. No restricted stock awards were granted, or vested, during the years ended December 31, 2025, 2024 and 2023. The fair value of a restricted stock unit and restricted stock award is charged to expense ratably over the applicable service period. The purpose of these awards is to assist in attracting and retaining highly competent employees and directors and to act as an incentive in motivating selected employees and directors to achieve long-term corporate objectives.

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Changes in the Company’s non-vested restricted stock units for the year ended December 31, 2025 is as follows:

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The weighted average grant-date fair value of restricted stock units granted for the years ended December 31, 2025, 2024 and 2023 was $65.30, $112.45 and $125.11, respectively. Most restricted stock units provide for net share settlement to cover the employee’s personal income tax withholding obligations on vesting of the employee’s restricted stock units. Vesting activity above reflects shares vested before net share settlement. As of December 31, 2025, there was $43.7 million of total forfeiture-adjusted unrecognized compensation cost related to non-vested restricted stock units granted under the 2012 Equity Incentive Plan. That cost is expected to be recognized over a weighted-average period of 2.6 years.