COOGAN JAMES GORDON 4

What Happened

James G. Coogan, Executive Vice President and Chief Financial Officer of Axcelis Technologies (ACLS), had 1,800 shares forfeited on March 2, 2026 to satisfy his tax withholding obligation related to the vesting of performance-based restricted stock units (PRSUs). The shares were valued at $86.58 each (closing price on March 2, 2026), for a total of $155,844. This was a tax-withholding disposition (transaction code F), not an open-market sale.

Key Details

• Transaction date: March 2, 2026 (period of report: March 2, 2026).
• Shares forfeited/Disposed: 1,800 at $86.58; total value $155,844 (used to satisfy tax withholding).
• Transaction code: F — shares withheld/forfeited to cover tax liability on vested awards.
• Why: Withholding relates to vesting of 2024 performance-based RSUs granted in May 2024; 150% of target was earned and half of the earned shares vested Feb 28, 2025, the remainder vested Feb 28, 2026 (see footnote F1).
• Shares after vesting: Of the shares held after vesting of the remaining 2024 PRSUs, 31,096 were issuable on vesting and remain subject to forfeiture (footnote F3).
• Price reference: $86.58 is the closing price on March 2, 2026 (footnote F2).
• Filing status: No late filing indicated in the report.

Context

This was a routine tax-withholding adjustment tied to the vesting of performance-based RSUs (a cashless withholding/forfeiture), not a discretionary sale that would necessarily signal insider sentiment. The PRSUs were previously determined to be earned at 150% of target by the company’s compensation committee; the withholding simply reduced the issued shares by the number needed to cover tax obligations.