EXHIBIT 99.1

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VEECO REPORTS FOURTH QUARTER AND FISCAL YEAR 2025 FINANCIAL RESULTS

Fourth Quarter 2025 Highlights:

Revenue of $165.0 million, compared with $182.1 million in the same period last year
GAAP net income of $1.1 million, or $0.02 per diluted share, compared with $15.0 million, or $0.26 per diluted share in the same period last year
Non-GAAP net income of $14.7 million, or $0.24 per diluted share, compared with $24.2 million, or $0.41 per diluted share in the same period last year

Fiscal Year 2025 Highlights:

Revenue of $664.3 million, compared with $717.3 million in the same period last year
GAAP net income of $35.4 million, or $0.59 per diluted share, compared with $73.7 million, or $1.23 per diluted share in the same period last year
Non-GAAP net income of $80.2 million, or $1.33 per diluted share, compared with $104.3 million, or $1.74 per diluted share in the same period last year

Plainview, N.Y., February 25, 2026 -- Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its fourth quarter and fiscal year ended December 31, 2025. 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

4th Quarter

Full Year

GAAP Results

 

Q4 '25

Q4 '24

2025

  ​ ​

2024

Revenue

$

165.0

$

182.1

$

664.3

$

717.3

Net income

$

1.1

$

15.0

$

35.4

$

73.7

Diluted earnings per share

$

0.02

$

0.26

$

0.59

$

1.23

4th Quarter

Full Year

Non-GAAP Results

 

Q4 '25

Q4 '24

2025

2024

Operating income

$

13.8

$

27.4

$

84.3

$

116.1

Net income

$

14.7

$

24.2

$

80.2

$

104.3

Diluted earnings per share

$

0.24

$

0.41

$

1.33

$

1.74

“Veeco executed well in 2025, accelerating bookings in the second half for our semiconductor, compound semiconductor and data storage markets, positioning us for robust growth in 2026 driven by AI and High-Performance Computing,” said Bill Miller, Ph.D., Veeco’s Chief Executive Officer. “With expanding backlog, growing customer adoption of our new technologies, and the planned merger with Axcelis, we believe we are well positioned to accelerate growth and create long-term strategic value for all stakeholders.”

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Guidance and Outlook

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

Revenue is expected in the range of $150 million to $170 million
GAAP diluted earnings (loss) per share are expected in the range of ($0.03) to $0.07
Non-GAAP diluted earnings per share are expected in the range of $0.14 to $0.24

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

Revenue is expected in the range of $740 million to $800 million
GAAP diluted earnings per share are expected in the range of $0.83 to $1.17
Non-GAAP diluted earnings per share are expected in the range of $1.50 to $1.85

Conference Call Information

A conference call reviewing these results has been scheduled for today, February 25, 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, industry outlooks and demand drivers, statements regarding the pending merger with Axcelis, 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 certain regulatory approvals, 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

2


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 December 31,

Year ended December 31,

 

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2025

  ​ ​ ​

2024

 

Net sales

 

$

165,017

 

$

182,131

 

$

664,294

 

$

717,301

Cost of sales

 

104,505

 

108,146

 

398,885

 

413,296

Gross profit

 

60,512

 

73,985

 

265,409

 

304,005

Operating expenses, net:

Research and development

 

30,579

 

30,953

 

119,641

 

124,507

Selling, general, and administrative

 

25,296

 

25,077

 

98,906

 

99,663

Amortization of intangible assets

 

723

 

1,580

 

3,136

 

6,983

Merger costs

 

6,300

 

 

8,908

 

Asset impairment

 

 

28,131

 

 

28,131

Other operating expense (income), net

 

(1,021)

 

(15,635)

 

(889)

 

(22,260)

Total operating expenses, net

 

61,877

 

70,106

 

229,702

 

237,024

Operating income (loss)

 

(1,365)

 

3,879

 

35,707

 

66,981

Interest income (expense), net

 

1,271

 

476

 

4,333

 

1,853

Other income (expense), net

(653)

Income before income taxes

 

(94)

 

4,355

 

39,387

 

68,834

Income tax expense (benefit)

 

(1,208)

 

(10,610)

 

3,997

 

(4,880)

Net income

 

$

1,114

 

$

14,965

 

$

35,390

 

$

73,714

Income per common share:

Basic

 

$

0.02

 

$

0.26

 

$

0.60

 

$

1.31

Diluted

 

$

0.02

 

$

0.26

 

$

0.59

 

$

1.23

Weighted average number of shares:

Basic

 

60,140

 

56,536

 

59,299

 

56,426

Diluted

 

61,515

 

60,499

 

60,594

 

61,596

3


Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

(in thousands)

December 31,

December 31,

  ​ ​ ​

2025

  ​ ​ ​

2024

(unaudited)

Assets

Current assets:

Cash and cash equivalents

$

163,466

$

145,595

Restricted cash

 

 

224

Short-term investments

 

226,763

 

198,719

Accounts receivable, net

 

110,685

 

96,834

Contract assets

 

34,838

 

37,109

Inventories

 

275,298

 

246,735

Prepaid expenses and other current assets

 

34,286

 

39,316

Total current assets

 

845,336

 

764,532

Property, plant and equipment, net

 

108,646

 

113,789

Operating lease right-of-use assets

24,606

 

26,503

Intangible assets, net

 

5,696

 

8,832

Goodwill

 

214,964

 

214,964

Deferred income taxes

 

122,935

 

120,191

Other assets

 

3,612

 

2,766

Total assets

$

1,325,795

$

1,251,577

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$

55,345

$

43,519

Accrued expenses and other current liabilities

 

45,503

 

55,195

Contract liabilities

 

74,161

 

64,986

Income taxes payable

 

3,048

 

2,086

Current portion of long-term debt

26,496

Total current liabilities

 

178,057

 

192,282

Deferred income taxes

 

532

 

689

Long-term debt

 

226,009

 

249,702

Long-term operating lease liabilities

31,837

 

34,318

Other liabilities

 

3,852

 

3,816

Total liabilities

 

440,287

 

480,807

Total stockholders’ equity

 

885,508

 

770,770

Total liabilities and stockholders’ equity

$

1,325,795

$

1,251,577

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 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, 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.

4


Reconciliation of GAAP to Non-GAAP Financial Data (Q4 2025)

(in thousands)
(unaudited)

Non-GAAP Adjustments

 

Share-Based

 

Three months ended December 31, 2025

  ​ ​ ​

GAAP

  ​ ​ ​

Compensation

  ​ ​ ​

Amortization

  ​ ​ ​

Other

  ​ ​ ​

Non-GAAP

 

Net sales

$

165,017

$

165,017

 

Gross profit

 

60,512

 

1,757

 

 

62,269

Gross margin

 

36.7

%

 

37.7

%

Operating expenses

 

61,877

 

(7,286)

(723)

(5,375)

48,493

Operating income (loss)

 

(1,365)

 

9,043

723

 

5,375

^

13,776

Net income

 

1,114

 

9,043

 

723

 

3,830

^

14,710


^

- See table below for additional details.

Other Non-GAAP Adjustments (Q4 2025)

(in thousands)
(unaudited)

Three months ended December 31, 2025

  ​ ​ ​

Merger related expenses

$

6,300

Changes in contingent consideration

(925)

Subtotal

5,375

Non-cash interest expense

 

285

Non-GAAP tax adjustment *

 

(1,830)

Total Other

$

3,830


*

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

Net Income per Common Share (Q4 2025)

(in thousands, except per share amounts)
(unaudited)

Three months ended December 31, 2025

GAAP

Non-GAAP

Numerator:

Net income available to common shareholders

$

1,114

$

14,710

Denominator:

Basic weighted average shares outstanding

60,140

60,140

Effect of potentially dilutive share-based awards

1,254

1,254

Dilutive effect of 2029 Convertible Senior Notes

 

121

 

 

121

Diluted weighted average shares outstanding

61,515

61,515

Net income per common share:

Basic

$

0.02

$

0.24

Diluted

$

0.02

$

0.24


5


Reconciliation of GAAP to Non-GAAP Financial Data (Q4 2024)

(in thousands)
(unaudited)

Non-GAAP Adjustments

 

Share-based

Three months ended December 31, 2024

  ​ ​ ​

GAAP

  ​ ​ ​

Compensation

  ​ ​ ​

Amortization

  ​ ​ ​

Other

  ​ ​ ​

Non-GAAP

Net sales

$

182,131

$

182,131

Gross profit

 

73,985

 

1,523

 

 

75,508

Gross margin

 

40.6

%  

41.5

%

Operating expenses

 

70,106

 

(7,582)

(1,580)

(12,876)

48,068

Operating income

 

3,879

 

9,105

1,580

 

12,876

^

27,440

Net income

 

14,965

 

9,105

 

1,580

 

(1,443)

^

24,207


^

- See table below for additional details.

Other Non-GAAP Adjustments (Q4 2024)

(in thousands)
(unaudited)

Three months ended December 31, 2024

Asset impairment

$

28,131

Change in contingent consideration

 

(16,466)

Other

 

1,211

Subtotal

12,876

Non-cash interest expense

 

322

Tax benefit associated with asset impairment

(12,239)

Non-GAAP tax adjustment *

 

(2,402)

Total Other

$

(1,443)


*

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

Net Income per Common Share (Q4 2024)

(in thousands, except per share amounts)
(unaudited)

Three months ended December 31, 2024

GAAP

Non-GAAP

Numerator:

Net income

  ​ ​ ​

$

14,965

  ​ ​ ​

$

24,207

Interest expense associated with 2025 and 2027 Convertible Senior Notes

 

513

 

 

466

Net income available to common shareholders

$

15,478

$

24,673

Denominator:

Basic weighted average shares outstanding

56,536

56,536

Effect of potentially dilutive share-based awards

1,070

1,070

Dilutive effect of 2025 Convertible Senior Notes

1,104

1,104

Dilutive effect of 2027 Convertible Senior Notes (1)

 

1,789

 

 

1,354

Diluted weighted average shares outstanding

60,499

60,064

Net income per common share:

Basic

$

0.26

$

0.43

Diluted

$

0.26

$

0.41


(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.

6


Reconciliation of GAAP Net Income to Non-GAAP Operating Income (Q4 2025 and 2024)

(in thousands)
(unaudited)

  ​ ​ ​

Three months ended

  ​ ​ ​

Three months ended

December 31, 2025

December 31, 2024

GAAP Net income (loss)

$

1,114

$

14,965

Share-based compensation

 

9,043

 

9,105

Amortization

 

723

 

1,580

Asset impairment

 

 

28,131

Changes in contingent consideration

(925)

(16,466)

Merger related expenses

 

6,300

 

Interest (income) expense, net

 

(1,271)

 

(476)

Other

1,211

Income tax expense (benefit)

 

(1,208)

 

(10,610)

Non-GAAP Operating income

$

13,776

$

27,440

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

(in thousands)

(unaudited)

Non-GAAP Adjustments

 

Share-based

For the year ended December 31, 2025

  ​ ​ ​

GAAP

  ​ ​ ​

Compensation

  ​ ​ ​

Amortization

  ​ ​ ​

Other

  ​ ​ ​

Non-GAAP

Net sales

$

664,294

$

664,294

Gross profit

 

265,409

 

6,862

 

 

272,271

Gross margin

 

40.0

%  

41.0

%

Operating expenses

 

229,702

 

(30,185)

(3,136)

(8,391)

187,990

Operating income

 

35,707

 

37,047

3,136

 

8,391

^

84,281

Net income

 

35,390

 

37,047

 

3,136

 

4,652

^

80,225


^

- See table below for additional details.

Other Non-GAAP Adjustments (FY 2025)

(in thousands)
(unaudited)

For the year ended December 31, 2025

  ​ ​ ​

Merger related expenses

$

8,908

Changes in contingent consideration

(925)

Other

408

Subtotal

8,391

Non-cash interest expense

 

1,118

Other (income) expense, net

653

Non-GAAP tax adjustment *

 

(5,510)

Total Other

$

4,652


*

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

7


Net Income per Common Share (FY 2025)

(in thousands, except per share amounts)
(unaudited)

Year ended December 31, 2025

GAAP

Non-GAAP

Numerator:

Net income

  ​ ​ ​

$

35,390

  ​ ​ ​

$

80,225

Interest expense associated with convertible notes

 

378

 

 

386

Net income available to common shareholders

$

35,768

$

80,611

Denominator:

Basic weighted average shares outstanding

59,299

59,299

Effect of potentially dilutive share-based awards

634

634

Dilutive effect of 2025 Convertible Senior Notes

45

Dilutive effect of 2027 Convertible Senior Notes (1)

 

661

 

 

501

Diluted weighted average shares outstanding

60,594

60,479

Net income per common share:

Basic

$

0.60

$

1.35

Diluted

$

0.59

$

1.33


(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 to Non-GAAP Financial Data (FY 2024)

(in thousands)
(unaudited)

Non-GAAP Adjustments

 

Share-based

For the year ended December 31, 2024

  ​ ​ ​

GAAP

  ​ ​ ​

Compensation

  ​ ​ ​

Amortization

  ​ ​ ​

Other

  ​ ​ ​

Non-GAAP

Net sales

$

717,301

$

717,301

Gross profit

 

304,005

 

6,263

 

162

 

310,430

Gross margin

 

42.4

%  

43.3

%

Operating expenses

 

237,024

 

(29,616)

(6,983)

(6,067)

194,358

Operating income

 

66,981

 

35,879

6,983

 

6,229

^

116,072

Net income (loss)

 

73,714

 

35,879

 

6,983

 

(12,233)

^

104,343


^

- See table below for additional details.

8


Other Non-GAAP Adjustments (FY 2024)

(in thousands)
(unaudited)

For the year ended December 31, 2024

Asset Impairment

$

28,131

Changes in contingent consideration

(21,242)

Sale of productive assets

(2,033)

Other

1,373

Subtotal

6,229

Non-cash interest expense

1,257

Tax benefits associated with asset impairments

(12,239)

Non-GAAP tax adjustment *

 

(7,480)

Total Other

$

(12,233)


*

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

Net Income per Common Share (FY 2024)

(in thousands, except per share amounts)
(unaudited)

Year ended December 31, 2024

GAAP

Non-GAAP

Numerator:

Net income

  ​ ​ ​

$

73,714

  ​ ​ ​

$

104,343

Interest expense associated with convertible notes

 

2,054

 

 

1,865

Net income available to common shareholders

$

75,768

$

106,208

Denominator:

Basic weighted average shares outstanding

56,426

56,426

Effect of potentially dilutive share-based awards

1,010

1,010

Dilutive effect of 2025 Convertible Senior Notes

1,104

1,104

Dilutive effect of 2027 Convertible Senior Notes (1)

1,788

1,354

Dilutive effect of 2029 Convertible Senior Notes

 

1,268

 

 

1,268

Diluted weighted average shares outstanding

61,596

61,162

Net income per common share:

Basic

$

1.31

$

1.85

Diluted

$

1.23

$

1.74


(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.

9


Reconciliation of GAAP Net Income to Non-GAAP Operating Income (FY 2025 and 2024)

(in thousands)
(unaudited)

  ​ ​ ​

Year ended

  ​ ​ ​

Year ended

December 31, 2025

December 31, 2024

GAAP Net income

$

35,390

$

73,714

Share-based compensation

 

37,047

 

35,879

Amortization

 

3,136

 

6,983

Asset impairment

8,908

Merger related expenses

8,908

Changes in contingent consideration

 

(925)

 

(21,242)

Sales of productive assets

 

 

(2,033)

Interest (income) expense, net

 

(4,333)

 

(1,853)

Other

1,061

1,373

Income tax expense (benefit)

 

3,997

 

(4,880)

Non-GAAP Operating income

$

84,281

$

96,849

Reconciliation of GAAP to Non-GAAP Financial Data (Q1 2026)

(in millions, except per share amounts)

(unaudited)

Non-GAAP Adjustments

 

Guidance for the three months ending

Share-based

 

March 31, 2026

GAAP

Compensation

Amortization

  ​ ​Other    

Non-GAAP

 

Net sales

  ​ ​ ​

$

150

  ​ ​ ​

-

  ​ ​ ​

$

170

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

$

150

  ​ ​ ​

-

  ​ ​ ​

$

170

Gross profit

 

54

 

-

 

63

 

2

 

 

 

56

 

-

 

65

Gross margin

 

36%

-

 

37%

 

 

 

37%

-

 

38%

Operating expenses

58

 

-

 

60

(7)

(1)

(2)

48

 

-

 

50

Operating income

(3)

-

4

9

1

2

9

-

16

Net income

$

(2)

 

-

$

4

 

9

 

1

1

$

9

 

-

$

15

Income per diluted common share

$

(0.03)

 

-

$

0.07

 

  ​

 

  ​

 

  ​

$

0.14

 

-

$

0.24

Income per Diluted Common Share (Q1 2026)

(in millions, except per share amounts)

(unaudited)

Guidance for the three months ending March 31, 2026

GAAP

Non-GAAP

Numerator:

Net income (loss) available to common shareholders

  ​ ​ ​

$

(2)

  ​ ​ ​

-

  ​ ​ ​

$

4

  ​ ​ ​

$

9

  ​ ​ ​

-

  ​ ​ ​

$

15

Denominator:

Basic weighted average shares outstanding

60

-

60

60

-

60

Effect of potentially dilutive share-based awards

 

-

1

1

 

-

1

Dilutive effect of 2029 Convertible Senior Notes

 

-

 

1

 

 

1

-

 

1

Diluted weighted average shares outstanding

60

-

62

62

-

62

Net income per common share:

Income (loss) per diluted common share

$

(0.03)

-

$

0.07

$

0.14

-

$

0.24

10


Reconciliation of GAAP Net Income to Non-GAAP Operating Income (Q1 2026)

(in millions)
(unaudited)

Guidance for the three months ending March 31, 2026

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

GAAP Net income

$

(2)

 

-

$

4

Share-based compensation

 

9

 

-

 

9

Amortization

 

1

 

-

 

1

Merger related expense

2

-

2

Interest expense (income)

(1)

-

(1)

Income tax expense

-

1

Non-GAAP Operating income

$

9

 

-

$

16

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

  ​ ​ ​

$

740

  ​ ​ ​

-

  ​ ​ ​

$

800

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

$

740

  ​ ​ ​

-

  ​ ​ ​

$

800

Gross profit

 

298

 

-

 

338

 

8

 

 

 

306

 

-

 

346

Gross margin

 

40%

-

 

42%

 

 

 

41%

-

 

43%

Operating expenses

244

 

-

 

259

(31)

(2)

(6)

205

 

-

 

220

Operating income

54

-

79

39

2

6

101

-

126

Net income

$

52

 

-

$

73

 

39

 

2

1

$

94

 

-

$

115

Income per diluted common share

$

0.83

 

-

$

1.17

 

  ​

 

  ​

 

  ​

$

1.50

 

-

$

1.85

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

  ​ ​ ​

$

52

  ​ ​ ​

-

  ​ ​ ​

$

73

  ​ ​ ​

$

94

  ​ ​ ​

-

  ​ ​ ​

$

115

Denominator:

Basic weighted average shares outstanding

61

-

61

61

-

61

Effect of potentially dilutive share-based awards

1

 

-

1

1

 

-

1

Dilutive effect of 2029 Convertible Senior Notes

 

1

-

 

1

 

 

1

-

 

1

Diluted weighted average shares outstanding

63

-

63

63

-

63

Net income per common share:

Income per diluted common share

$

0.83

-

$

1.17

$

1.50

-

$

1.85

11


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

$

52

 

-

$

73

Share-based compensation

 

39

 

-

 

39

Amortization

 

2

 

-

 

2

Merger related expense

6

-

6

Interest expense (income)

(4)

-

(4)

Income tax expense

7

-

10

Non-GAAP Operating income

$

101

 

-

$

126

12