ビーコインスツルメンツの四半期報告

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-16244

VEECO INSTRUMENTS INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		11-2989601
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Terminal Drive Plainview, New York		11803
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:

(516) 677-0200

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes ☒ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☒				Accelerated filer ☐
Non-accelerated filer ☐				Smaller reporting company ☐
				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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2025, there were 60,161,823 shares of the registrant’s common stock outstanding.

Table of Contents

VEECO INSTRUMENTS INC.

INDEX


Safe Harbor Statement	1

PART I—FINANCIAL INFORMATION	3

Item 1. Financial Statements	3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3. Quantitative and Qualitative Disclosures about Market Risk	34

Item 4. Controls and Procedures	34

PART II—OTHER INFORMATION	35

Item 1. Legal Proceedings	35

Item 1A. Risk Factors	35

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 3. Defaults Upon Senior Securities	35

Item 4. Mine Safety Disclosures	35

Item 5. Other Information	35

Item 6. Exhibits	36

SIGNATURES	37

Table of Contents

Safe Harbor Statement

This quarterly report on Form 10-Q (the “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, relating to Veeco Instruments Inc. (together with its consolidated subsidiaries, “Veeco,” the “Company,” “Registrant,” “we,” “our,” or “us,” unless the context indicates otherwise) that are based on management’s expectations, estimates, projections, and assumptions. When used in this Report, the words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “estimates,” and variations of these words and similar expressions are intended to identify forward-looking statements. Discussions containing such forward-looking statements may be found in Part I - Items 1, 2, and 3 hereof, as well as within this Report generally.

In addition, the preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates and assumptions are based on knowledge of current events and planned actions to be undertaken in the future, they may ultimately differ from actual results. Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. All estimates and assumptions are subject to a number of risks and uncertainties that could cause actual results to differ materially from these estimates and assumptions.

Forward-looking statements in this discussion include, but are not limited to, those regarding anticipated growth and trends in our business and markets, industry outlooks and demand drivers, our investment and growth strategies, our development of new products and technologies, our business outlook for the current and future periods, and other statements that are not historical facts. Factors that could cause actual results to differ materially from those expressed or implied by such statements include, without limitation, those set forth under the heading “Risk Factors” in Part 1, Item 1A of our 2024 Form 10-K, and the following:

●

Changes in U.S. and foreign trade policies, including the recent imposition of tariffs, together with the prospect of additional foreign and domestic trade restrictions;

●

Risks associated with operating a global business, including ongoing trade disputes between the U.S. and China;

●

An inability to obtain required export licenses for the sale of our products;

●

Unfavorable market conditions;

●

Significant third party competition;

●

Risks associated with operating in industries characterized by rapid technological change;

●

Our dependency on the demand for consumer electronic products and automobiles;

●

Our concentrated customer base;

●

The cyclicality of the industries we serve;

●

A failure to estimate customer demand accurately;

●

Our reliance on a limited number of suppliers, some of whom are our sole source for particular components;

Table of Contents

●

A failure to successfully manage our outsourcing activities or a failure of our outsourcing partners to perform as anticipated;

●

The timing of our orders, shipments, and revenue recognition;

●

Our long and unpredictable sales cycles;

●

Customer order cancellations or modifications;

●

Risks associated with business combinations, acquisitions, strategic investments and divestitures;

●

Risks associated with global regulatory requirements;

●

Disruptions in our information technology systems or data security incidents;

●

An inability to effectively enforce and protect our intellectual property rights;

●

Claims of intellectual property infringement by others;

●

Tightening credit markets;

●

Foreign currency exchange risks;

●

Asset impairment charges;

●

Changes in accounting pronouncements or taxation rules, practices, or rates;

●

Restrictions, covenants and repurchase provisions appearing in our current debt facilities;

●

Possible impairment to our ability to utilize our research and development credits carryforwards caused by the issuance of common stock upon the conversion of the Notes;

●

Our capped call transactions, which may affect the value of our common stock;

●

An inability to attract, retain, and motivate employees;

●

Risks associated with non-compliance with environmental, health, and safety regulations;

●

Environmental, social and governance goals, strategies and requirements which could be costly to implement and which expose us to risks associated with failures to comply;

●

Measures adopted by Veeco which may have anti-takeover effects or which may make an acquisition of our Company by another company more difficult; 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 filing or, in the case of any document referenced herein or incorporated by reference, the date of that document. 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 filing.

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Veeco Instruments Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except share amounts)


	June 30,		December 31,
	2025		2024
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	188,902	$	145,595
Restricted cash		87		224
Short-term investments		165,890		198,719
Accounts receivable, net		106,524		96,834
Contract assets		36,475		37,109
Inventories		258,984		246,735
Prepaid expenses and other current assets		35,030		39,316
Total current assets		791,892		764,532
Property, plant, and equipment, net		111,098		113,789
Operating lease right-of-use assets		25,877		26,503
Intangible assets, net		7,189		8,832
Goodwill		214,964		214,964
Deferred income taxes		119,936		120,191
Other assets		3,749		2,766
Total assets	$	1,274,705	$	1,251,577

Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	49,529	$	43,519
Accrued expenses and other current liabilities		47,412		55,195
Contract liabilities		57,675		64,986
Income taxes payable		622		2,086
Current portion of long-term debt		—		26,496
Total current liabilities		155,238		192,282
Deferred income taxes		646		689
Long-term debt		225,441		249,702
Long-term operating lease liabilities		33,413		34,318
Other liabilities		3,771		3,816
Total liabilities		418,509		480,807
Stockholders' equity:
Preferred stock, $0.01 par value; 500,000 shares authorized; no shares issued and outstanding.		—		—
Common stock, $0.01 par value; 120,000,000 shares authorized; 60,160,634 shares issued and outstanding at June 30, 2025 and 56,827,915 shares issued and outstanding at December 31, 2024		602		569
Additional paid-in capital		1,288,709		1,227,134
Accumulated deficit		(434,775)		(458,455)
Accumulated other comprehensive income		1,660		1,522
Total stockholders' equity		856,196		770,770
Total liabilities and stockholders' equity	$	1,274,705	$	1,251,577

See accompanying Notes to the Consolidated Financial Statements.

Table of Contents

Veeco Instruments Inc. and Subsidiaries

Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Net sales	$	166,104	$	175,879	$	333,396	$	350,363
Cost of sales		97,377		100,489		196,202		199,554
Gross profit		68,727		75,390		137,194		150,809
Operating expenses, net:
Research and development		31,560		31,696		60,074		61,338
Selling, general, and administrative		23,927		24,595		48,955		49,295
Amortization of intangible assets		821		1,825		1,642		3,716
Other operating expense (income), net		49		552		5		(2,307)
Total operating expenses, net		56,357		58,668		110,676		112,042
Operating income		12,370		16,722		26,518		38,767
Interest income		3,195		3,115		6,537		6,439
Interest expense		(2,290)		(2,766)		(4,796)		(5,385)
Other income (expense), net		(653)		—		(653)		—
Income before income taxes		12,622		17,071		27,606		39,821
Income tax expense		889		2,127		3,926		3,023
Net income	$	11,733	$	14,944	$	23,680	$	36,798

Income per common share:
Basic	$	0.20	$	0.27	$	0.41	$	0.66
Diluted	$	0.20	$	0.25	$	0.40	$	0.61

Weighted average number of shares:
Basic		59,076		56,277		58,434		56,160
Diluted		60,237		62,535		60,072		61,733

See accompanying Notes to the Consolidated Financial Statements.

Table of Contents

Veeco Instruments Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Net income	$	11,733	$	14,944	$	23,680	$	36,798
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on available-for-sale securities		(9)		(10)		91		(105)
Change in currency translation adjustments		39		(2)		47		(35)
Total other comprehensive income (loss), net of tax		30		(12)		138		(140)

Total comprehensive income	$	11,763	$	14,932	$	23,818	$	36,658

See accompanying Notes to the Consolidated Financial Statements.

Table of Contents

Veeco Instruments Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Six months ended June 30,
	2025		2024
Cash Flows from Operating Activities
Net income	$	23,680	$	36,798
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		10,136		13,008
Non-cash interest expense		550		613
Deferred income taxes		667		(67)
Share-based compensation expense		18,859		17,315
Changes in contingent consideration		—		(131)
Changes in operating assets and liabilities:
Accounts receivable and contract assets		(9,068)		(4,445)
Inventories		(12,249)		(6,680)
Prepaid expenses and other current assets		660		(1,160)
Accounts payable and accrued expenses		1,517		2,946
Contract liabilities		(7,311)		(37,470)
Income taxes receivable and payable, net		2,648		—
Other, net		(1,055)		(2,911)
Net cash provided by (used in) operating activities		29,034		17,816

Cash Flows from Investing Activities
Capital expenditures		(10,350)		(8,943)
Proceeds from the sale of investments		104,474		81,695
Payments for purchases of investments		(70,066)		(64,004)
Proceeds from sale of productive assets		—		2,033
Net cash provided by (used in) investing activities		24,058		10,781

Cash Flows from Financing Activities
Restricted stock tax withholdings		(6,747)		(14,588)
Repayment of convertible debt		(5,229)		—
Debt issuance costs		(885)		—
Contingent consideration payments		—		(1,818)
Proceeds (net of tax withholdings) from option exercises and employee stock purchase plan		2,879		3,186
Net cash provided by (used in) financing activities		(9,982)		(13,220)
Effect of exchange rate changes on cash and cash equivalents		60		(44)
Net increase (decrease) in cash, cash equivalents, and restricted cash		43,170		15,333
Cash, cash equivalents, and restricted cash - beginning of period		145,819		159,120
Cash, cash equivalents, and restricted cash - end of period	$	188,989	$	174,453

Supplemental Disclosure of Cash Flow Information
Interest paid	$	4,622	$	4,679
Net income taxes paid (refunded)		(406)		2,531
Non-cash activities
Capital expenditures included in accounts payable and accrued expenses		833		590
Right-of-use assets obtained in exchange for lease obligations		890		4,695

See accompanying Notes to the Consolidated Financial Statements.

Table of Contents

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(unaudited)

Note 1 — Basis of Presentation

The accompanying unaudited Consolidated Financial Statements of Veeco have been prepared in accordance with U.S. GAAP as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 270 for interim financial information and with the instructions to Rule 10-01 of Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements as the interim information is an update of the information that was presented in Veeco’s most recent annual financial statements. For further information, refer to Veeco’s Consolidated Financial Statements and Notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”). In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal, recurring nature.

Veeco reports interim quarters on a 13-week basis ending on the last Sunday of each quarter. The fourth quarter always ends on the last day of the calendar year, December 31. The 2025 interim quarters end on March 30, June 29, and September 28, and the 2024 interim quarters end on March 31, June 30, and September 29. These interim quarters are reported as March 31, June 30, and September 30 in Veeco’s interim consolidated financial statements.

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, actual results may differ from these estimates.

Accounting Standards Recently Adopted

In December 2023, the FASB issued ASU 2023-09: Improvements to Income Tax Disclosures (Topic 740). This amendment requires public entities annually to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid. It also includes certain other amendments to improve the effectiveness of annual income tax disclosures. This authoritative guidance is effective for the Company’s annual reporting periods beginning January 1, 2025. The amendments require increased annual disclosures on current and comparable reporting periods presented in annual company filings. The resulting new annual disclosure requirements will be reflected in the Company’s 2025 report on Form 10-K.

In November 2024, the FASB issued ASU 2024-04, Debt – Debt with Conversion and Other Options (Subtopic 470-20) which clarifies the conditions in which induced conversion accounting applies to convertible debt by outlining three criteria that must be met for an entity to apply the induced conversion model. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2025 (and interim reporting periods within those annual reporting periods), with early adoption permitted. The Company has decided to adopt ASU 2024-04 on a prospective basis effective during the three and six months ended June 30, 2025, and has applied the amendments in this ASU to the repurchase of the 2027 Notes. Refer to Note 4 Liabilities for further details.

Recent Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statements Expenses (Subtopic 220-40),” to improve income statement expenses disclosure. The standard requires more detailed information related to the types of expenses, including (among other items) the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included within each interim and annual income statement’s expense caption, as applicable. This authoritative guidance can be applied prospectively or retrospectively and will be effective for financial statements issued for annual periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements.

Table of Contents

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

Note 2 — Income Per Common Share

Basic income per share is calculated by dividing net income by the weighted average number of shares outstanding during the period. Diluted income per share is calculated by dividing net income available to common shareholders by the weighted average number of shares used to calculate basic income per share plus the weighted average number of common share equivalents outstanding during the period. The dilutive effect of outstanding options to purchase common stock and share-based awards is considered in diluted income per share by application of the treasury stock method. The dilutive effect of performance share units is included in diluted income per common share if the performance targets have been achieved, or would have been achieved if the reporting date was the end of the contingency period. Finally, the Company includes the dilutive effect of shares issuable upon conversion of its Notes in the calculation of diluted income per share using the if-converted method. The Company must settle the principal amount of the 2029 Notes in cash, and has the option to settle any excess of the conversion value over the principal amount in any combination of cash or shares. As such, the Company only includes the excess shares that may be issuable above the principal amount of the 2029 Notes in the dilutive share count, if the effect would be dilutive.

The computations of basic and diluted income per share for the three and six months ended June 30, 2025 and 2024 are as follows:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024

	(in thousands, except per share amounts)
Numerator:
Net income	$	11,733	$	14,944	$	23,680	$	36,798
Interest expense associated with convertible notes		125		512		378		1,026
Net income available to common shareholders	$	11,858	$	15,456	$	24,058	$	37,824

Denominator:
Basic weighted average shares outstanding		59,076		56,277		58,434		56,160
Effect of potentially dilutive share-based awards		257		1,316		297		1,118
Dilutive effect of convertible notes		904		4,942		1,341		4,455
Diluted weighted average shares outstanding		60,237		62,535		60,072		61,733

Net income per common share:
Basic	$	0.20	$	0.27	$	0.41	$	0.66
Diluted	$	0.20	$	0.25	$	0.40	$	0.61

Potentially dilutive shares excluded from the diluted calculation as their effect would be antidilutive		1,803		226		1,099		26
Potential shares to be issued for settlement of the convertible notes excluded from the diluted calculation as their effect would be antidilutive		N/A		N/A		92		N/A

Note 3 — Assets

Investments

Short-term investments are generally classified as available-for-sale and reported at fair value, with unrealized gains and losses, net of tax, presented as a separate component of stockholders’ equity under the caption “Accumulated other comprehensive income” in the Consolidated Balance Sheets. These securities may include U.S. treasuries, government agency securities, corporate debt, and commercial paper, all with maturities of greater than three months when purchased.

Table of Contents

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

All realized gains and losses and unrealized losses resulting from declines in fair value that are other than temporary are included in “Other operating expense (income), net” in the Consolidated Statements of Operations.

Fair value is the price that would be received for an asset or the amount paid to transfer a liability in an orderly transaction between market participants. Veeco classifies certain assets based on the following fair value hierarchy:

Level 1: Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and

Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Veeco has evaluated the estimated fair value of financial instruments using available market information and valuations as provided by third-party sources. The use of different market assumptions or estimation methodologies could have a significant effect on the estimated fair value amounts.

Table of Contents

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

The following table presents the portion of Veeco’s assets that were measured at fair value on a recurring basis at June 30, 2025 and December 31, 2024:


	Level 1		Level 2		Level 3		Total

	(in thousands)
June 30, 2025
Cash equivalents
Certificate of deposits and time deposits	$	73,156	$	—	$	—	$	73,156
Commercial paper		—		4,475		—		4,475
Money market cash		28,074		—		—		28,074
Total	$	101,230	$	4,475	$	—	$	105,705
Short-term investments
U.S. treasuries	$	50,121	$	—	$	—	$	50,121
Government agency securities		—		44,763		—		44,763
Corporate debt		—		71,006		—		71,006
Total	$	50,121	$	115,769	$	—	$	165,890

December 31, 2024
Cash equivalents
Certificate of deposits and time deposits	$	66,023	$	—	$	—	$	66,023
Money market cash		15,003		—		—		15,003
Total	$	81,026	$	—	$	—	$	81,026
Short-term investments
U.S. treasuries	$	84,032	$	—	$	—	$	84,032
Government agency securities		—		30,167		—		30,167
Corporate debt		—		83,051		—		83,051
Commercial paper		—		1,469		—		1,469
Total	$	84,032	$	114,687	$	—	$	198,719

There were no transfers between fair value measurement levels during the three and six months ended June 30, 2025.

At June 30, 2025 and December 31, 2024, the amortized cost and fair value of available-for-sale securities consist of:


			Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated
	Cost		Gains		Losses		Fair Value

	(in thousands)
June 30, 2025
U.S. treasuries	$	50,127	$	16	$	(22)	$	50,121
Government agency securities		44,798		4		(39)		44,763
Corporate debt		71,057		26		(77)		71,006
Total	$	165,982	$	46	$	(138)	$	165,890

December 31, 2024
U.S. treasuries	$	84,008	$	45	$	(21)	$	84,032
Government agency securities		30,244		13		(90)		30,167
Corporate debt		83,209		17		(175)		83,051
Commercial paper		1,469		—		—		1,469
Total	$	198,930	$	75	$	(286)	$	198,719

Table of Contents

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

Available-for-sale securities in a loss position at June 30, 2025 and December 31, 2024 consist of:


	Continuous Loss Position				Continuous Loss Position
	for Less than 12 Months				for 12 Months or More
			Gross				Gross
	Estimated		Unrealized		Estimated		Unrealized
	Fair Value		Losses		Fair Value		Losses

		(in thousands)
June 30, 2025
U.S. treasuries	$	36,928	$	(22)	$	—	$	—
Government agency securities		38,283		(39)		—		—
Corporate debt		50,642		(77)		—		—
Total	$	125,853	$	(138)	$	—	$	—

December 31, 2024
U.S. treasuries	$	26,756	$	(21)	$	—	$	—
Government agency securities		20,062		(90)		—		—
Corporate debt		58,967		(175)		—		—
Total	$	105,785	$	(286)	$	—	$	—

The contractual maturities of securities classified as available-for-sale at June 30, 2025 were as follows:


	June 30, 2025
	Amortized		Estimated
	Cost		Fair Value

		(in thousands)
Due in one year or less	$	112,876	$	112,807
Due after one year through two years		53,106		53,083
Total	$	165,982	$	165,890

Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. There were no realized gains or losses, or unrealized losses from declines in fair value that are other than temporary, for the six months ended June 30, 2025 and 2024.

Accounts Receivable

Accounts receivable is presented net of an allowance for doubtful accounts of $1.0 million at June 30, 2025 and December 31, 2024. The Company considers its current expectations of future economic conditions when estimating its allowance for doubtful accounts.

Table of Contents

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

Inventories

Inventories at June 30, 2025 and December 31, 2024 consist of the following:


	June 30,		December 31,
	2025		2024

	(in thousands)
Materials	$	134,481	$	129,178
Work-in-process		94,741		88,361
Finished goods		3,165		3,016
Evaluation inventory		26,597		26,180
Total	$	258,984	$	246,735

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets primarily consist of supplier deposits, prepaid value-added tax, lease deposits, prepaid insurance, prepaid software and maintenance, and other receivables. The Company had deposits with its suppliers of $13.4 million and $18.7 million at June 30, 2025 and December 31, 2024, respectively.

Property, Plant, and Equipment

Property, plant, and equipment at June 30, 2025 and December 31, 2024 consist of the following:


	June 30,		December 31,
	2025		2024

	(in thousands)
Land	$	5,061	$	5,061
Building and improvements		61,547		61,504
Machinery and equipment (1)		194,203		190,810
Leasehold improvements		54,963		53,759
Gross property, plant, and equipment		315,774		311,134
Less: accumulated depreciation and amortization		204,676		197,345
Property, plant, and equipment, net	$	111,098	$	113,789

(1)	Machinery and equipment also includes software, furniture and fixtures

For the three and six months ended June 30, 2025, depreciation expense was $4.3 million and $8.5 million, respectively and $4.8 million and $9.3 million, respectively, for the comparable 2024 period.

Goodwill

Goodwill represents the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. There were no changes to goodwill during the six months ended June 30, 2025.

Intangible Assets

Intangible assets consist of purchased technology, customer relationships, patents, trademarks and tradenames, licenses, and backlog, and are initially recorded at fair value. Long-lived intangible assets are amortized over their estimated useful lives in a method reflecting the pattern in which the economic benefits are consumed or amortized on a straight-line basis if such pattern cannot be reliably determined.

Table of Contents

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

The components of purchased intangible assets were as follows:


	June 30, 2025						December 31, 2024
			Accumulated						Accumulated
	Gross		Amortization				Gross		Amortization
	Carrying		and		Net		Carrying		and		Net
	Amount		Impairment		Amount		Amount		Impairment		Amount

	(in thousands)
Technology	$	355,928	$	354,826	$	1,102	$	355,928	$	354,066	$	1,862
Customer relationships		146,925		140,838		6,087		146,925		139,955		6,970
Trademarks and tradenames		30,910		30,910		—		30,910		30,910		—
Other		3,746		3,746		—		3,746		3,746		—
Total	$	537,509	$	530,320	$	7,189	$	537,509	$	528,677	$	8,832

Other intangible assets primarily consist of patents, licenses, and backlog.

Note 4 — Liabilities

Accrued Expenses and Other Current Liabilities

The components of accrued expenses and other current liabilities at June 30, 2025 and December 31, 2024 consist of:


	June 30,		December 31,
	2025		2024

	(in thousands)
Payroll and related benefits	$	18,086	$	30,398
Warranty		9,819		9,740
Operating lease liabilities		3,915		3,757
Interest		690		1,198
Professional fees		2,830		1,969
Sales, use, and other taxes		4,252		1,539
Contingent consideration		702		702
Other		7,118		5,892
Total	$	47,412	$	55,195

Warranty

Warranties are typically valid for one year from the date of system final acceptance. The Company estimates the costs that may be incurred under the warranty which are determined by analyzing specific product and historical configuration statistics and regional warranty support costs and are affected by product failure rates, material usage, and labor costs incurred in correcting product failures during the warranty period. Unforeseen component failures or exceptional component performance can also result in changes to warranty costs. Changes in product warranty reserves for the six months ended June 30, 2025 include:


		(in thousands)
Balance - December 31, 2024	$	9,740
Warranties issued		3,623
Consumption of reserves		(2,937)
Changes in estimate		(607)
Balance - June 30, 2025	$	9,819

Table of Contents

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

Contract Liabilities and Performance Obligations

Contract liabilities consist of unsatisfied performance obligations related to advanced payments received and billing in excess of revenue recognized. The contract liability balance as of December 31, 2024 was approximately $65.0 million, of which the Company recognized approximately $40.9 million in revenue during the six months ended June 30, 2025.

This reduction in contract liabilities was offset in part by new billings for products and services which were unsatisfied performance obligations to customers and revenue had not yet been recognized as of June 30, 2025.

As of June 30, 2025, the Company has approximately $39.8 million of remaining performance obligations on contracts with an original estimated duration of one year or more, of which approximately 71% is expected to be recognized within one year, with the remaining amounts expected to be recognized between one to three years. The Company has elected to exclude disclosures regarding remaining performance obligations that have an original expected duration of one year or less.

Convertible Senior Notes

2025 Notes

On November 17, 2020, as part of the privately negotiated exchange agreement, the Company issued $132.5 million of 3.50% convertible senior notes due 2025 (the “2025 Notes”). The 2025 Notes bear interest at a rate of 3.50% per year, payable semiannually in arrears on January 15 and July 15 of each year, commencing on July 15, 2021. On May 19, 2023, in connection with the completion of a private offering of $230.0 million aggregate principal amount of 2.875% convertible senior notes due 2029 described below, the Company repurchased and retired approximately $106.0 million in aggregate principal amount of its outstanding 2025 Notes. The remaining principal amount of $26.5 million 2025 Notes matured on January 15, 2025 and were settled through the issuance of 1.1 million shares of the Company’s common stock to the noteholders.

2027 Notes

On May 18, 2020, the Company completed a private offering of $125.0 million of 3.75% convertible senior notes due 2027 (the “2027 Notes”). The Company received net proceeds of approximately $121.9 million, after deducting underwriting discounts and fees and expenses payable by the Company. Additionally, the Company used approximately $10.3 million of cash to purchase capped calls, discussed below. The 2027 Notes bore interest at a rate of 3.75% per year, payable semiannually in arrears on June 1 and December 1 of each year, commencing on December 1, 2020. The 2027 Notes were scheduled to mature on June 1, 2027, unless earlier purchased by the Company, redeemed, or converted. On May 19, 2023, in connection with the completion of a private offering of $230.0 million aggregate principal amount of 2.875% convertible senior notes due 2029 described below, the Company repurchased and retired approximately $100.0 million in aggregate principal amount of its outstanding 2027 Notes. On May 15, 2025 the Company completed separate, privately negotiated transactions with all remaining holders of the 2027 Notes, in which the Company settled the remaining aggregate principal amount of $25.0 million of the 2027 Notes for approximately 1.6 million shares of the Company’s common stock and approximately $5.4 million in cash, inclusive of accrued and unpaid interest of approximately $0.4 million, for a total consideration of approximately $37.7 million. The settlement was accounted for as an induced conversion resulting in an inducement expense of approximately $0.7 million for the three and six months ended June 30, 2025, which is included within “Other income (expense), net” on the Consolidated Statement of Operations, and a decrease to additional paid-in capital of $20.2 million on the Consolidated Balance Sheets.

Table of Contents

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

2029 Notes

On May 19, 2023, the Company completed a private offering of $230.0 million of 2.875% convertible senior notes due 2029 (the “2029 Notes”). The Company received net proceeds of approximately $223.2 million, after deducting underwriting discounts and fees and expenses payable by the Company. Additionally, the Company used approximately $198.8 million of net proceeds from the offering to fund the cash portion of the 2025 Notes and 2027 Notes extinguishments described above and the remainder for general corporate purposes. The 2029 Notes bear interest at a rate of 2.875% per year, payable semiannually in arrears on June 1 and December 1 of each year, commencing on December 1, 2023. The 2029 Notes mature on June 1, 2029, unless earlier purchased by the Company, redeemed, or converted. The Company will settle any conversions of the 2029 Notes by paying cash up to the aggregate principal amount of the 2029 Notes to be converted, and paying or delivering either cash, shares of Company’s common stock, or a combination of cash and shares of common stock at the Company’s election, in respect of the remainder, if any, of the conversion obligation in excess of the aggregate principal amount of the 2029 Notes being converted.

The 2029 Notes are unsecured senior obligations of Veeco and rank senior in right of payment to any of Veeco’s subordinated indebtedness; equal in right of payment to all of Veeco’s unsecured indebtedness that is not subordinated; effectively subordinated in right of payment to any of Veeco’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all indebtedness and other liabilities (including trade payables) of Veeco’s subsidiaries.

The Company may redeem for cash, at its option, all or any portion of the outstanding 2029 Notes at any time on or after June 8, 2026, at a redemption price equal to 100% of the principal amount of such 2029 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of the common stock has been at least 130% of the conversion price for the applicable series of 2029 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides the redemption notice. Upon the Company’s notice of redemption, holders may elect to convert their 2029 Notes based on the conversion rates and criteria outlined below.

The 2029 Notes are convertible at the option of the holders upon the satisfaction of specified conditions and during certain periods as described below. The initial conversion rate is 34.21852 shares of the Company’s common stock per $1,000 principal amount, representing an initial effective conversion price of $29.22 per share of common stock. The conversion rate may be subject to adjustment upon the occurrence of certain specified events.

Holders may convert all or any portion of their 2029 Notes, in multiples of one thousand dollar principal amount, at their option at any time prior to the close of business on the business day immediately preceding February 1, 2029, only under the following circumstances:

(i)

During any calendar quarter (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

(ii)

During the five consecutive business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per one thousand dollar principal amount of 2029 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Veeco’s common stock and the conversion rate on each such trading day;

Table of Contents

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

(iii)

If the Company calls any or all of applicable series of the 2029 Notes for redemption at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or

(iv)

Upon the occurrence of specified corporate events.

Holders may convert their 2029 Notes at any time, regardless of the foregoing circumstances, on February 1, 2029, until the close of business on the business day immediately preceding the maturity date.

The 2025, 2027, and 2029 Notes were recorded as a single unit within liabilities in the consolidated balance sheets as the conversion features within the Notes were not derivatives that require bifurcation and the Notes did not involve a substantial premium. Transaction costs of $1.9 million, $3.1 million, and $6.8 million incurred in connection with the issuance of the 2025 Notes, 2027 Notes, and 2029 Notes, respectively, were recorded as direct deductions from the related debt liabilities and recognized as non-cash interest expense using the effective interest method over the expected terms of the Notes.

The carrying value of the 2025 Notes, 2027 Notes, and 2029 Notes are as follows:


		June 30, 2025						December 31, 2024
		Principal Amount		Unamortized transaction costs		Net carrying value		Principal Amount		Unamortized transaction costs		Net carrying value

		(in thousands)
2025 Notes	$	—	$	—	$	—	$	26,500	$	(4)	$	26,496
2027 Notes		—		—		—		25,000		(223)		24,777
2029 Notes		230,000		(4,559)		225,441		230,000		(5,075)		224,925
Net carrying value	$	230,000	$	(4,559)	$	225,441	$	281,500	$	(5,302)	$	276,198

Total interest expense related to the 2025 Notes, 2027 Notes, and 2029 Notes is as follows:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024

	(in thousands)
Cash Interest Expense
Coupon interest expense - 2025 Notes	$	—	$	232	$	39	$	464
Coupon interest expense - 2027 Notes		113		234		347		468
Coupon interest expense - 2029 Notes		1,653		1,653		3,306		3,306
Non-cash Interest Expense
Amortization of debt discount/transaction costs- 2025 Notes		—		22		4		50
Amortization of debt discount/transaction costs- 2027 Notes		12		23		30		43
Amortization of debt discount/transaction costs- 2029 Notes		281		271		516		519
Total Interest Expense	$	2,059	$	2,435	$	4,242	$	4,850

The Company determined the 2029 Notes are Level 2 liabilities in the fair value hierarchy and had an estimated fair value at June 30, 2025 of $248.0 million.

Capped Call Transactions

In connection with the offering of the 2027 Notes, on May 13, 2020, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”), pursuant to capped call confirmations, covering the initial underlying shares of the 2027 Notes of approximately 8.9 million shares, for an aggregate premium of $10.3 million.

Table of Contents

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

The Capped Call Transactions feature a $13.98 exercise price and a capped price of approximately $18.46 per share, and mature on June 1, 2027. The Capped Call Transactions are subject to certain adjustments under the terms of the capped call confirmations.

The Capped Call Transactions are separate transactions entered into by the Company with the capped call counterparties, are not part of the terms of the 2027 Notes and did not change the previous holders’ rights under the 2027 Notes. Previous holders of the 2027 Notes did not have any rights with respect to the Capped Call Transactions. The cost of the Capped Call Transactions is not expected to be tax-deductible as the Company did not elect to integrate the Capped Call Transactions into the 2027 Notes for tax purposes. The Company used a portion of the net proceeds from the offering of the 2027 Notes to pay for the Capped Call Transactions, and the cost of the Capped Call Transactions was recorded as a reduction of the Company’s additional paid-in capital in the accompanying consolidated financial statements.

Revolving Credit Facility

On December 16, 2021, the Company entered into a Loan and Security Agreement (the “Loan and Security Agreement, as amended”) providing for a senior secured revolving credit facility in an aggregate principal amount of $150 million including a $15 million letter of credit sublimit. The Loan and Security Agreement was subsequently amended to increase the aggregate principal amount to $225 million on August 2, 2024 (the “Third Amendment”), and $250 million on June 16, 2025 (the “Fourth Amendment”) (as amended to date, the “Credit Facility”). The Credit Facility matures on June 16, 2030, subject to a springing maturity date of March 2, 2029 upon the occurrence of certain liquidity events described in the Fourth Amendment. The Credit Facility is guaranteed by the Company’s direct material U.S. subsidiaries, subject to customary exceptions. Borrowings under the Credit Facility are secured by a first-priority lien on substantially all of the assets of the Company, subject to customary exceptions. Subject to certain conditions and the receipt of commitments from the lenders, the Loan and Security Agreement allows for revolving commitments under the Credit Facility to be increased by up to $100 million, with additional amounts available so long as the Secured Net Leverage Ratio (as defined in the Loan and Security Agreement) does not exceed 2.50 to 1.00. The existing lenders under the Credit Facility, are entitled, but not obligated, to provide such incremental commitments.

Borrowings will bear interest at a floating rate which can be, at the Company’s option based on certain conditions in the Loan and Security Agreement, either (a) an alternate base rate plus an applicable rate ranging from 0.25% to 1.00% or (b) a Secured Overnight Financing Rate (“SOFR”) (with a floor of 0.00%) for the specified interest period plus an applicable rate ranging from 1.25% to 2.00%, in each case, depending on the Company’s Secured Net Leverage Ratio (as defined in the Loan and Security Agreement). The Company will pay an unused commitment fee ranging from 0.20% to 0.30% based on unused capacity under the Credit Facility and the Company’s Secured Net Leverage Ratio. The Company may use the proceeds of borrowings under the Credit Facility to pay transaction fees and expenses, provide for its working capital needs and reimburse drawings under letters of credit and for other general corporate purposes.

The Loan and Security Agreement, contains customary affirmative covenants for transactions of this type, including, among others, the provision of financial and other information to the administrative agent, notice to the administrative agent upon the occurrence of certain material events, preservation of existence, maintenance of properties and insurance, compliance with laws, including environmental laws, the provision of additional guarantees, and an affiliate transactions covenant, subject to certain exceptions. The Loan and Security Agreement, contains customary negative covenants, including, among others, restrictions on the ability to merge and consolidate with other companies, incur indebtedness, refinance our existing convertible notes, grant liens or security interests on assets, make investments, acquisitions, loans, or advances, pay dividends, and sell or otherwise transfer assets.

The Loan and Security Agreement, contains financial maintenance covenants that require the Borrower to maintain an Interest Coverage Ratio (as defined in the Loan and Security Agreement) of not less than 3.00 to 1.00, a Total Net Leverage Ratio (as defined in the Loan and Security Agreement) of not more than 4.50 to 1.00, and a Secured Net Leverage Ratio (as defined in the Loan and Security Agreement) of not more than 3.00 to 1.00, in each case, tested at the end of each fiscal quarter.

Table of Contents

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

The Loan and Security Agreement, also provides for a number of customary events of default, including, among others: payment defaults to the lenders; voluntary and involuntary bankruptcy proceedings; covenant defaults; material inaccuracies of representations and warranties; certain change of control events; material money judgments; and other customary events of default. The occurrence of an event of default could result in the acceleration of obligations and the termination of lending commitments under the Loan and Security Agreement.

No amounts were outstanding under the Credit Facility as of June 30, 2025 or December 31, 2024.

Other Liabilities

Other Liabilities at June 30, 2025 and December 31, 2024 was approximately $3.8 million, which included medical and dental benefits for former executives, asset retirement obligations, contingent consideration, and tax liabilities.

Note 5 — Commitments and Contingencies

Leases

The Company’s operating leases primarily include real estate leases for properties used for manufacturing, R&D activities, sales and service, and administration, as well as certain equipment leases. Some leases may include options to renew for a period of up to 5 years, while others may include options to terminate the lease. The weighted average remaining lease term of the Company’s operating leases as of June 30, 2025 was 10 years, and the weighted average discount rate used in determining the present value of future lease payments was 5.7%.

The following table provides the maturities of lease liabilities at June 30, 2025:


	Operating
	Leases
	(in thousands)
Payments due by period:
2025	$	1,925
2026		5,096
2027		4,843
2028		4,432
2029		4,302
Thereafter		30,616
Total future minimum lease payments		51,214
Less: Imputed interest		(13,886)
Total	$	37,328

Reported as of June 30, 2025
Accrued expenses and other current liabilities	$	3,915
Long-term operating lease liabilities		33,413
Total	$	37,328

Operating lease costs for the three and six months ended June 30, 2025 were $1.3 million and $2.5 million, respectively, and $1.2 million and $2.4 million, respectively for the comparable 2024 period. Variable lease costs for the three and six months ended June 30, 2025 were $0.3 million and $0.6 million, respectively and $0.3 million and $0.7 million, respectively for the comparable 2024 period. Additionally, the Company has an immaterial amount of short-term leases.

Table of Contents

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

Cash outflows from operating leases for the six months ended June 30, 2025 and 2024 were $3.7 million and $3.4 million, respectively.

Receivable Purchase Agreement

The Company entered into a receivable purchase agreement with a financial institution to sell certain of its trade receivables from customers without recourse, up to $30.0 million at any point in time. Pursuant to this agreement, the Company sold no receivables for the three and six months ended June 30, 2025, and $30.0 million was available under the agreement for additional sales of receivables as of June 30, 2025. The Company sold $8.0 million of receivables for the three and six months ended June 30, 2024. The net sale of accounts receivable under the agreement is reflected as a reduction of accounts receivable in the Company’s Consolidated Balance Sheet at the time of sale and any fees for the sale of trade receivables were not material for the periods presented.

Purchase Commitments

Veeco has purchase commitments of $140.4 million at June 30, 2025 to secure the rights to various assets and services to be used in the future in the normal course of business, substantially all of which become due within one year.

Bank Guarantees

Veeco has bank guarantees and letters of credit issued by a financial institution on its behalf as needed. At June 30, 2025, outstanding bank guarantees and standby letters of credit totaled $8.7 million, and unused bank guarantees and letters of credit of $34.0 million were available to be drawn upon.

Legal Proceedings

The Company is involved in various legal proceedings arising in the normal course of business. The Company does not believe that the ultimate resolution of these matters will have a material adverse effect on its consolidated financial position, results of operations, or cash flows.

Table of Contents

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

Note 6 — Equity

Statement of Stockholders’ Equity

The following tables present the changes in Stockholders’ Equity:


								Accumulated
				Additional				Other
	Common Stock			Paid-in		Accumulated		Comprehensive
	Shares	Amount		Capital		Deficit		Income		Total

	(in thousands)
Balance at December 31, 2024	56,828	$	569	$	1,227,134	$	(458,455)	$	1,522	$	770,770
Net income	—		—		—		11,947		—		11,947
Other comprehensive income (loss), net of tax	—		—		—		—		108		108
Share-based compensation expense	—		—		9,208		—		—		9,208
Settlement of the 2025 Notes	1,104		11		26,489		—		—		26,500
Net issuance under employee stock plans	360		3		(6,678)		—		—		(6,675)
Balance at March 31, 2025	58,292	$	583	$	1,256,153	$	(446,508)	$	1,630	$	811,858
Net income	—		—		—		11,733		—		11,733
Other comprehensive income (loss), net of tax	—		—		—		—		30		30
Share-based compensation expense	—		—		9,651		—		—		9,651
Settlement of the 2027 Notes	1,643		16		20,215		—		—		20,231
Net issuance under employee stock plans	226		3		2,690		—		—		2,693
Balance at June 30, 2025	60,161	$	602	$	1,288,709	$	(434,775)	$	1,660	$	856,196


								Accumulated
				Additional				Other
	Common Stock			Paid-in		Accumulated		Comprehensive
	Shares	Amount		Capital		Deficit		Income		Total

	(in thousands)
Balance at December 31, 2023	56,364	$	564	$	1,202,440	$	(532,169)	$	1,607	$	672,442
Net income	—		—		—		21,854		—		21,854
Other comprehensive income (loss), net of tax	—		—		—		—		(128)		(128)
Share-based compensation expense	—		—		8,082		—		—		8,082
Net issuance under employee stock plans	273		2		(14,342)		—		—		(14,340)
Balance at March 31, 2024	56,637	$	566	$	1,196,180	$	(510,315)	$	1,479	$	687,910
Net income (loss)	—		—		—		14,944		—		14,944
Other comprehensive income (loss), net of tax	—		—		—		—		(12)		(12)
Share-based compensation expense	—		—		9,233		—		—		9,233
Net issuance under employee stock plans	136		3		2,935		—		—		2,938
Balance at June 30, 2024	56,773	$	569	$	1,208,348	$	(495,371)	$	1,467	$	715,013

Table of Contents

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

Accumulated Other Comprehensive Income (“AOCI”)

The following table presents the changes in the balances of each component of AOCI, net of tax:


			Unrealized
			Gains (Losses)
	Foreign		on Available-
	Currency		for-Sale
	Translation		Securities		Total

	(in thousands)
Balance - December 31, 2024	$	1,777	$	(255)	$	1,522
Other comprehensive income (loss)		47		91		138
Balance - June 30, 2025	$	1,824	$	(164)	$	1,660

There were immaterial reclassifications from AOCI into net income for the three and six months ended June 30, 2025 and 2024.

Note 7 — Share-based Compensation

Restricted share awards are issued to employees and to members of our board of directors that are subject to specified restrictions and a risk of forfeiture. The restrictions typically lapse over one to four years and may entitle holders to dividends and voting rights. Other types of share-based compensation include performance share awards, performance share units, and restricted share units (collectively with restricted share awards, “restricted shares”), as well as options to purchase common stock.

Share-based compensation expense was recognized in the following line items in the Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024

	(in thousands)
Cost of sales	$	1,991	$	1,445	$	3,334	$	3,175
Research and development		3,014		2,993		6,062		5,311
Selling, general, and administrative		4,646		4,795		9,463		8,829
Total	$	9,651	$	9,233	$	18,859	$	17,315

For the six months ended June 30, 2025, equity activity related to non-vested restricted shares and performance shares was as follows:


		Weighted
		Average
	Number of	Grant Date
	Shares	Fair Value
	(in thousands)
Balance - December 31, 2024	2,604	$	32.53
Granted	1,143		22.97
Performance award adjustments	(21)		45.28
Vested	(883)		31.77
Forfeited	(66)		26.86
Balance - June 30, 2025	2,777	$	28.87

Table of Contents

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

Note 8 — Income Taxes

Income taxes are estimated for each of the jurisdictions in which the Company operates. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as the tax effect of carryforwards. Realization of net deferred tax assets is dependent on future taxable income.

At the end of each interim reporting period, the effective tax rate is aligned with expectations for the full year. This estimate is used to determine the income tax provision on a year-to-date basis and may change in subsequent interim periods.

Income before income taxes and income tax expense for the three and six months ended June 30, 2025 and 2024 were as follows:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024

	(in thousands, except percentages)
Income before income taxes	$	12,622	$	17,071	$	27,606	$	39,821
Income tax expense	$	889	$	2,127	$	3,926	$	3,023
Effective tax rate		7.04%		12.46%		14.22%		7.59%

The Company’s income tax expense for the three and six months ended June 30, 2025 was $0.9 million and $3.9 million, respectively, compared to $2.1 million and $3.0 million, respectively, for the comparable prior period.

For the three and six months ended June 30, 2025, the effective tax rate was favorably impacted by the tax benefits related to Foreign-Derived Intangible Income and research and development tax credits. Additionally, the effective tax rate was also impacted by a discrete income tax expense resulting from the share-based compensation shortfall. For the three and six months ended June 30, 2024, the effective tax rate was favorably impacted by the tax benefits related to Foreign-Derived Intangible Income and research and development tax credits. Additionally, the effective tax rate was also lower than the U.S. statutory tax rate primarily relating to a discrete income tax benefit for share-based compensation windfall.

Subsequent Event

The One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4, 2025, which contains a broad range of tax law changes affecting businesses. The provisions of the OBBBA have different effective dates where some are effective in 2025 and others not until 2026. The Company continues to evaluate the full effects of the legislation. Based on our preliminary analysis, the OBBBA is not currently expected to materially impact the Company’s financial position, results of operations or cash flows in the current fiscal year. As the legislation was signed into law after the close of our second quarter, the impacts are not included in the Company’s consolidated operating results for the three and six months ended June 30, 2025.

Note 9 — Segment Reporting and Geographic Information

The Company operates and measures its results in one operating segment and therefore has one reportable segment: the development, manufacture, sales, and support of semiconductor and thin film process equipment primarily sold to make electronic devices. The accounting policies of this one operating segment are the same as those described in the Company’s 2024 Form 10-K. The Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, assesses segment performance and decides how to allocate resources based on net income that is reported on the Consolidated Statements of Operations. The measure of segment assets is reported on the Consolidated Balance Sheet as total assets.

Table of Contents

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

The Company does not have intra-entity sales or transfers. The CODM uses net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the segment or into other parts of the Company, such as for acquisitions. Net income is used to monitor forecast versus actual results. The CODM also uses net income in competitive analysis by benchmarking the Company’s competitors. The competitive analysis along with the monitoring of forecasted versus actual results are used in assessing performance of the segment. The Company regularly provides management reports to the CODM on a consolidated expense basis which includes actuals, forecasted, and budgeted information. These reports are similar to the Company’s consolidated financial statements.

There are no additional expenses categories and amounts that meet the definition of significant expense items that are regularly provided to the CODM and included in the reported measure of net income.

Veeco serves the following four end-markets:

Semiconductor

The Semiconductor market refers to early process steps in logic and memory applications where silicon wafers are processed. There are many different process steps in forming patterned wafers, such as deposition, etching, masking, and doping, where the microchips are created but remain on the silicon wafer. This market includes mask blank production for extreme ultraviolet (“EUV”) lithography, as well as Advanced Packaging, which refers to a portfolio of wafer-level assembly technologies that enable improved performance of electronic products, such as smartphones, high-end servers, and graphical processors.

Compound Semiconductor

The Compound Semiconductor market includes Photonics, Power Electronics, RF Filters and Amplifiers, and Solar applications. Photonics refers to light source technologies and laser-based solutions for 3D sensing, datacom and telecom applications. This includes micro-LED, laser diodes, edge emitting lasers and vertical cavity surface emitting lasers (“VCSELs”). Power Electronics refers to semiconductor devices such as rectifiers, inverters and converters for the control and conversion of electric power in applications such as fast or wireless charging of consumer electronics and automotive applications. RF power amplifiers and filters (including surface acoustic wave (“SAW”) and bulk acoustic wave (“BAW”) filters) are used in 5G communications infrastructure, smartphones, tablets, and mobile devices. They make use of radio waves for wireless broadcasting and/or communications. Solar refers to power obtained by harnessing the energy of the sun through the use of compound semiconductor devices such as photovoltaics.

Data Storage

Data Storage refers to the Hard Disk Drive (“HDD”) market, for which our systems enable customers to manufacture thin film magnetic heads for hard disk drives as part of large capacity storage applications.

Scientific & Other

Scientific & Other refers to advanced materials research and a range of manufacturing applications including optical coatings (laser mirrors, optical filters, and anti-reflective coatings).

Table of Contents

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

Sales by end-market and geographic region for the three and six months ended June 30, 2025 and 2024 were as follows:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024

	(in thousands)
Sales by end-market
Semiconductor	$	123,874	$	109,936	$	247,697	$	230,320
Compound Semiconductor		14,197		18,223		28,594		39,225
Data Storage		12,354		33,960		19,059		51,977
Scientific & Other		15,679		13,760		38,046		28,841
Total	$	166,104	$	175,879	$	333,396	$	350,363
Sales by geographic region
United States	$	21,852	$	42,744	$	45,914	$	70,612
EMEA(1)		18,533		23,802		30,870		32,290
China		27,490		65,376		98,382		129,684
Rest of APAC		98,186		43,935		158,162		117,155
Rest of World		43		22		68		622
Total	$	166,104	$	175,879	$	333,396	$	350,363

(1)	EMEA consists of Europe, the Middle East, and Africa

For geographic reporting, sales are attributed to the location in which the customer facility is located.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward Looking Statements

Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to facilitate an understanding of our business and results of operations. This MD&A should be read in conjunction with our Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements included elsewhere in this Form 10-Q. The following discussion contains forward-looking statements and should also be read in conjunction with the cautionary statement set forth at the beginning of this Form 10-Q.

The following section generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2024 items that are not included in this Form 10-Q can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2 of our Quarterly Report on Form 10-Q for the interim period ended June 30, 2024, filed on August 6, 2024.

Executive Summary

We are an innovative manufacturer of semiconductor process equipment. Our proven ion beam, laser annealing, lithography, MOCVD, and single wafer wet processing 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.

Business Update

The Semiconductor industry has historically demonstrated cyclicality based on fluctuations in global chip demand and production capacity. Sales in the Semiconductor industry are estimated to have increased year-over-year in 2024 to around $650 billion. Looking ahead, industry analysts are forecasting long-term growth of the industry, driven by secular growth trends such as artificial intelligence, high-performance computing, mobile connectivity, and the electrification of the automotive industry. Additionally, government investments in the Semiconductor industry are projected to accelerate global spending in next-generation technologies.

Growth in the Semiconductor industry, coupled with increasing technological complexity of Semiconductor chips, are expected to drive long-term growth in WFE spending. In an effort to improve chip performance, optimize power consumption, and reduce costs, today’s most advanced Semiconductor manufacturers are shrinking device geometries, investing in more complex transistor designs such as Gate-All-Around and exploring 3D architectures. As a result, growth of the WFE market is forecasted to keep pace with long-term growth of the Semiconductor industry, which we believe should benefit semiconductor capital equipment providers, including Veeco.

Our strategy of investing in advanced logic and memory has enabled our Semiconductor business to outperform WFE growth for four consecutive years. Veeco’s technologies are at the forefront of enabling new technical innovations in the manufacture of high-performance AI chips and High-Bandwidth Memory (“HBM”). We continue to invest in new technologies to expand our SAM to a broad range of new applications.

While the long-term outlook of the Semiconductor industry remains favorable, recently enacted tariffs, foreign and domestic, have resulted in uncertainty across Veeco’s business. The tariffs have resulted in an increase in certain of our costs and those of our customers and could impact future end market demand. Given the dynamic nature of the situation, we continue to evaluate the potential impacts to our business, and our team is working diligently with our suppliers and customers to assess, manage and mitigate the related impacts.

Semiconductor revenue increased by 13% in the second quarter from the comparable prior year period, comprising 75% of total revenue. Growth was primarily driven by an increase in system shipments of our Ion Beam Deposition LDD system for mask blanks and our Advanced Packaging wet processing systems.

Table of Contents

Our laser annealing solutions continue to gain traction at advanced logic nodes, highlighted by recent order activity and shipments to leading-edge logic customers Gate-All-Around nodes. In the memory market, we continue to ship LSA systems to a Tier 1 customer for high volume production of HBM and advanced DRAM devices. While our growth strategy is predominately focused on advanced node logic and memory, LSA shipments to mature node customers increased in 2023 and 2024, predominantly driven by new greenfield fabs and capacity additions in China.

We have two next generation laser annealing systems under evaluation at Tier 1 foundry and logic customers. This next generation system, the NSA500, covers the nano-second annealing regime and complements our LSA product. This new system is part of our continued effort to enable our customers’ product roadmap by providing annealing solutions and driving higher device performance. Nanosecond annealing provides Veeco with an opportunity to expand our laser annealing SAM for new advanced node logic and memory applications, including low thermal budget anneals for Gate-All-Around transistors and advanced 3D devices.

The ongoing adoption of EUV Lithography for advanced node semiconductor manufacturing continues to drive demand for our Ion Beam Deposition LDD system for mask blanks. Leading logic and memory customers expect EUV and High Numerical Aperture (“High-NA”) lithography to be integral to their future roadmaps, which our Ion Beam Deposition technology is a key enabler of. Our product roadmap is well positioned as the industry adopts next-generation High-NA EUV lithography, and we are expanding our EUV related business to new mask blank applications.

We also have two Ion Beam Deposition “IBD300” systems under evaluation at leading DRAM memory customers. Our IBD300 system provides Veeco with another opportunity to expand our SAM to advanced node applications where low resistance films are critical. These initial systems are being evaluated for advanced memory applications, such as DRAM bitline.

In Advanced Packaging, our Wet Processing systems are used for several applications, and we continue to see strong demand driven by Heterogenous Integration and 3D Packaging for AI. In the fourth quarter of 2024, we announced over $50 million in orders for our Wet Processing systems from a leading foundry, a HBM manufacturer, and OSATs driven by AI and high-performance computing. In the first quarter of 2025, we announced that our wet processing systems were qualified by an IDM for two new applications, and the customer also placed initial orders for these applications. Both applications represent key Served Available Market expansion opportunities for our Wet Processing systems at separate Tier 1 customers.

Our Advanced Packaging lithography systems are used for packaging applications such as fan out wafer level packaging and other advanced packaging solutions. After two years of slow order activity driven by consumer markets, we’re seeing an increase in order activity from several customers.

Looking ahead, we anticipate seeing growth in leading-edge investment driven by new nodes and AI-related demand, including investment in Gate-All-Around nodes, High-Bandwidth Memory, and 3D packaging for AI. At the same time, engagement with customers in China has decreased quarter over quarter, and we expect a continued decline in China revenue for the second half of 2025.

Veeco also serves customers in the Compound Semiconductor, Data Storage, and Scientific & Other markets. We address the Compound Semiconductor market with a broad portfolio of technologies, including Wet Processing, MOCVD, MBE and Ion Beam, for Power Electronics, Photonics, and 5G RF applications. Sales in the Compound Semiconductor market declined in the second quarter from the comparable prior year period. In GaN Power, emerging use cases have driven some traditional silicon power electronics manufacturers to consider adoption of GaN at 300mm, and we have an evaluation system outstanding at a Tier 1 power device customer. We are also seeing photonics opportunities in areas such as solar driven by demand for low orbit satellites and MicroLEDs for applications such as luxury TVs, AR/VR, and automotive.

We address the Data Storage market with sales of our Ion Beam technology. Demand for our Ion Beam products is driven by demand for cloud-based storage. Revenue from our Data Storage declined in the second quarter from the comparable prior year period. Looking ahead, while customer utilizations are improving, they are not investing to expand new system capacity in 2025.

Table of Contents

As a result, we expect an approximate $60 to $70 million reduction in revenue in our Data Storage business in 2025.

Sales in the Scientific & Other market are largely driven by sales to government-funded laboratories, universities, and research institutions. We address the Scientific & Other market with several technologies, including MBE, ALD, MOCVD, Wet Processing, and IBD/IBE, which support scientific, optical coating and other applications, and sales in this market increased in the second quarter from the comparable prior year period.

Results of Operations

For the three months ended June 30, 2025 and 2024

The following table presents revenue and expense line items reported in our Consolidated Statements of Operations for the indicated periods in 2025 and 2024 and the period-over-period dollar and percentage changes for those line items. Our results of operations are reported as one business segment, represented by our single operating segment.


	Three Months Ended June 30,						Change
	2025			2024			Period to Period

	(dollars in thousands)
Net sales	$	166,104	100%	$	175,879	100%	$	(9,775)	(6)%
Cost of sales		97,377	59%		100,489	57%		(3,112)	(3)%
Gross profit		68,727	41%		75,390	43%		(6,663)	(9)%
Operating expenses, net:
Research and development		31,560	19%		31,696	18%		(136)	(0)%
Selling, general, and administrative		23,927	14%		24,595	14%		(668)	(3)%
Amortization of intangible assets		821	0%		1,825	1%		(1,004)	(55)%
Other operating expense (income), net		49	0%		552	-		(503)	(91)%
Total operating expenses, net		56,357	34%		58,668	33%		(2,311)	(4)%
Operating income		12,370	7%		16,722	10%		(4,352)	(26)%
Interest income, net		905	1%		349	0%		556	159%
Other income (expense), net		(653)	(0)%		—	-		(653)	*
Income before income taxes		12,622	8%		17,071	10%		(4,449)	(26)%
Income tax expense		889	1%		2,127	1%		(1,238)	(58)%
Net income	$	11,733	7%	$	14,944	8%	$	(3,211)	(21)%

*	Not meaningful

Table of Contents

Net Sales

The following is an analysis of sales by market and by region:


	Three Months Ended June 30,						Change
	2025			2024			Period to Period

	(dollars in thousands)
Sales by end-market
Semiconductor	$	123,874	75%	$	109,936	63%	$	13,938	13%
Compound Semiconductor		14,197	9%		18,223	10%		(4,026)	(22)%
Data Storage		12,354	7%		33,960	19%		(21,606)	(64)%
Scientific & Other		15,679	9%		13,760	8%		1,919	14%
Total	$	166,104	100%	$	175,879	100%	$	(9,775)	(6)%
Sales by geographic region
United States	$	21,852	13%	$	42,744	24%	$	(20,892)	(49)%
EMEA		18,533	11%		23,802	14%		(5,269)	(22)%
China		27,490	17%		65,376	37%		(37,886)	(58)%
Rest of APAC		98,186	59%		43,935	25%		54,251	123%
Rest of World		43	-		22	-		21	95%
Total	$	166,104	100%	$	175,879	100%	$	(9,775)	(6)%

Sales decreased for the three months ended June 30, 2025 against the comparable prior year period driven by a decrease in sales in the Data Storage and Compound Semiconductor markets, partially offset by an increase in sales in the Semiconductor and Scientific & Other markets. By geography, sales decreased in the China, United States, and EMEA, partially offset by increased sales in the Rest of APAC region. Sales in the Rest of APAC region for the three months ended June 30, 2025 included sales in Taiwan, Singapore and Japan of $45.5 million, $23.4 million and $14.8 million respectively. Sales in the Rest of APAC region for the three months ended June 30, 2024 included sales in Taiwan and Japan of $21.0 million, and $8.8 million respectively. In light of the global nature of our business, we are impacted by conditions in the various countries in which we and our customers operate, including the recent tariff and trade dynamics. We expect there will continue to be year-to-year variations in our future sales distribution across markets and geographies.

Gross Profit

For the three months ended June 30, 2025, gross profit decreased against the comparable prior period primarily due to a decrease in sales volume, as well as a decrease in gross margins. Gross margins decreased principally due to lower volume and higher manufacturing costs partially offset by favorable product mix. Additionally other factors will cause our gross margins to fluctuate each period. We expect higher costs in future periods as we incur tariffs on imported materials from overseas suppliers, as well as higher costs from domestic suppliers incurring tariffs on their imports.

Research and Development

The markets we serve are characterized by continuous technological development and product innovation, and we invest in various research and development initiatives to maintain our competitive advantage and achieve our growth objectives. Research and development expenses remained consistent for the three months ended June 30, 2025 against the comparable prior period.

Selling, General, and Administrative

Selling, general, and administrative expenses remained consistent for the three months ended June 30, 2025 against the comparable prior period.

Table of Contents

Amortization Expense

Amortization expense decreased compared to the comparable prior year period primarily due to changes in amortization expense to reflect expected cash flows of certain intangible assets, and certain other intangible assets becoming fully amortized, as well as the full impairment of the Epiluvac related intangibles in 2024.

Interest Income (Expense)

We recorded net interest income of $0.9 million for the three months ended June 30, 2025, compared to net interest income of $0.3 million for the comparable prior year period. The increase in net interest income was primarily due to reduced interest expense on the 2025 Notes as they matured on January 15, 2025 and the 2027 Notes that were settled on May 15, 2025.

Income Taxes

At the end of each interim reporting period, we estimate the effective income tax rate expected to be applicable for the full year. This estimate is used to determine the income tax provision or benefit on a year-to-date basis and may change in subsequent interim periods.

Our tax expense for the three months ended June 30, 2025, was $0.9 million, compared to $2.1 million of tax expense for the comparable prior period. For the three months ended June 30, 2025, the effective tax rate was lower than the U.S. statutory tax rate primarily relating to tax benefits related to Foreign-Derived Intangible Income and research and development tax credits. For the three months ended June 30, 2024, the effective tax rate was favorably impacted by the tax benefits related to Foreign-Derived Intangible Income and research and development tax credits. Additionally, the effective tax rate was also lower than the U.S. statutory tax rate primarily relating to a discrete income tax benefit for share-based compensation windfall.

Table of Contents

For the six months ended June 30, 2025 and 2024


	Six Months Ended June 30,						Change
	2025			2024			Period to Period

	(dollars in thousands)
Net sales	$	333,396	100%	$	350,363	100%	$	(16,967)	(5)%
Cost of sales		196,202	59%		199,554	57%		(3,352)	(2)%
Gross profit		137,194	41%		150,809	43%		(13,615)	(9)%
Operating expenses, net:
Research and development		60,074	18%		61,338	18%		(1,264)	(2)%
Selling, general, and administrative		48,955	15%		49,295	14%		(340)	(1)%
Amortization of intangible assets		1,642	0%		3,716	1%		(2,074)	(56)%
Other operating expense (income), net		5	0%		(2,307)	(1)%		2,312	*
Total operating expenses, net		110,676	33%		112,042	32%		(1,366)	(1)%
Operating income (loss)		26,518	8%		38,767	11%		(12,249)	(32)%
Interest income (expense), net		1,741	1%		1,054	0%		687	65%
Other income (expense), net		(653)	(0)%		—	0%		(653)	*
Income (loss) before income taxes		27,606	8%		39,821	11%		(12,215)	(31)%
Income tax expense (benefit)		3,926	1%		3,023	1%		903	30%
Net income (loss)	$	23,680	7%	$	36,798	11%	$	(13,118)	(36)%

*	Not meaningful

Net Sales

The following is an analysis of sales by market and by region:


	Six Months Ended June 30,						Change
	2025			2024			Period to Period

	(dollars in thousands)
Sales by end-market
Semiconductor	$	247,697	74%	$	230,320	66%	$	17,377	8%
Compound Semiconductor		28,594	9%		39,225	11%		(10,631)	(27)%
Data Storage		19,059	6%		51,977	15%		(32,918)	(63)%
Scientific & Other		38,046	11%		28,841	8%		9,205	32%
Total	$	333,396	100%	$	350,363	100%	$	(16,967)	(5)%
Sales by geographic region
United States	$	45,914	14%	$	70,612	20%	$	(24,698)	(35)%
EMEA		30,870	9%		32,290	9%		(1,420)	(4)%
China		98,382	30%		129,684	38%		(31,302)	(24)%
Rest of APAC		158,162	47%		117,155	33%		41,007	35%
Rest of World		68	-		622	-		(554)	(89)%
Total	$	333,396	100%	$	350,363	100%	$	(16,967)	(5)%

Sales decreased for the six months ended June 30, 2025 against the comparable prior year period driven by a decrease in sales in the Data Storage and Compound Semiconductor markets, partially offset by an increase in sales in the Semiconductor and Scientific & Other markets. By geography, sales decreased in the China, United States, EMEA, and the Rest of the World partially offset by increased sales in the Rest of APAC region. Sales in the Rest of APAC region for the six months ended June 30, 2025 included sales in Taiwan, Singapore, and Japan of $78.0 million, $29.4 million, and $28.7 million, respectively.

Table of Contents

Sales in the Rest of APAC region for the six months ended June 30, 2024 included sales in Japan and Taiwan of $41.8 million, and $40.3 million respectively. In light of the global nature of our business, we are impacted by conditions in the various countries in which we and our customers operate, including the recent tariff and trade dynamics. We expect there will continue to be year-to-year variations in our future sales distribution across markets and geographies.

Gross Profit

For the six months ended June 30, 2025, gross profit decreased against the comparable prior period primarily due to a decrease in sales volume, as well as a decrease in gross margins. Gross margins decreased principally due to lower volume, unfavorable product mix and higher manufacturing costs. Additionally other factors will cause our gross margins to fluctuate each period. We expect higher costs in future periods as we incur tariffs on imported materials from overseas suppliers, as well as higher costs from domestic suppliers incurring tariffs on their imports.

Research and Development

The markets we serve are characterized by continuous technological development and product innovation, and we invest in various research and development initiatives to maintain our competitive advantage and achieve our growth objectives. Research and development expenses remained consistent for the six months ended June 30, 2025 against the comparable prior period.

Selling, General, and Administrative

Selling, general, and administrative expenses remained consistent for the six months ended June 30, 2025 against the comparable prior period.

Amortization Expense

Interest Income (Expense)

We recorded net interest income of $1.7 million for the six months ended June 30, 2025, compared to net interest income of $1.1 million for the comparable prior year period. The increase in net interest income was primarily due to reduced interest expense on the 2025 Notes as they matured on January 15, 2025 and the 2027 Notes that were settled on May 15, 2025.

Income Taxes

Our tax expense for the six months ended June 30, 2025, was $3.9 million, compared to $3.0 million of tax expense for the comparable prior period. For the six months ended June 30, 2025, the effective tax rate was favorably impacted by tax benefits related to Foreign-Derived Intangible Income and research and development tax credits, partially offset by a discrete income tax expense resulting from the share-based compensation shortfall. For the six months ended June 30, 2024, the effective tax rate was favorably impacted by the tax benefits related to Foreign-Derived Intangible Income and research and development tax credits. Additionally, the effective tax rate was also lower than the U.S. statutory tax rate primarily relating to a discrete income tax benefit for share-based compensation windfall.

Table of Contents

Liquidity and Capital Resources

Our cash and cash equivalents, restricted cash, and short-term investments are as follows:


	June 30,		December 31,
	2025		2024

	(in thousands)
Cash and cash equivalents	$	188,902	$	145,595
Restricted cash		87		224
Short-term investments		165,890		198,719
Total	$	354,879	$	344,538

At June 30, 2025 and December 31, 2024, cash and cash equivalents of $36.4 million and $45.1 million, respectively, were held outside the United States. As of June 30, 2025, we had $22.2 million of accumulated undistributed earnings generated by our non-U.S. subsidiaries for which the U.S. tax has previously been provided. Approximately $8.8 million of undistributed earnings will be subject to foreign withholding taxes if distributed back to the United States and we accrued $0.9 million for foreign withholding taxes for the undistributed earnings.

We believe that our projected cash flow from operations, combined with our cash and short-term investments, will be sufficient to meet our projected working capital requirements, contractual obligations, and other cash flow needs for the next twelve months, including scheduled principal and interest payments on our convertible senior notes, purchase commitments, and payments required under our operating leases.

A summary of the cash flow activity for the six months ended June 30, 2025 and 2024 is as follows:

Cash Flows from Operating Activities


	Six Months Ended June 30,
	2025		2024

	(in thousands)
Net income	$	23,680	$	36,798
Non-cash items:
Depreciation and amortization		10,136		13,008
Non-cash interest expense		550		613
Deferred income taxes		667		(67)
Share-based compensation expense		18,859		17,315
Change in contingent consideration		—		(131)
Changes in operating assets and liabilities		(24,858)		(49,720)
Net cash provided by (used in) operating activities	$	29,034	$	17,816

Net cash provided by operating activities was $29.0 million for the six months ended June 30, 2025 and was due to net income of $23.7 million and adjustments for non-cash items of $30.2 million, partially offset by a decrease in cash flow from changes in operating assets and liabilities of $24.9 million. The changes in operating assets and liabilities were largely attributable to a decrease in contract liabilities and increases in accounts receivables, and inventories, partially offset by a decrease in prepaid expenses and accrued expenses.

Table of Contents

Cash Flows from Investing Activities


	Six Months Ended June 30,
	2025		2024

	(in thousands)
Capital expenditures	$	(10,350)	$	(8,943)
Changes in investments, net		34,408		17,691
Proceeds from the sale of productive assets		—		2,033
Net cash provided by (used in) investing activities	$	24,058	$	10,781

The cash provided by investing activities during the six months ended June 30, 2025 was primarily attributable to net cash provided for investment activity, partially offset by capital expenditures. The cash provided by investing activities during the six months ended June 30, 2024 was primarily attributable to net cash provided by net investment activity and proceeds from the sale of productive assets, partially offset by capital expenditures.

Cash Flows from Financing Activities


	Six Months Ended June 30,
	2025		2024

	(in thousands)
Settlement of equity awards, net of withholding taxes	$	(3,868)	$	(11,402)
Debt issuance costs		(885)		—
Repayment of convertible debt		(5,229)		—
Contingent consideration payment		—		(1,818)
Net cash provided by (used in) financing activities	$	(9,982)	$	(13,220)

The cash used in financing activities for the six months ended June 30, 2025 was related to cash used to settle taxes related to employee equity programs, settlement of the 2027 Notes, and debt issuance costs associated with the execution of the Fourth Amendment of the Loan and Security Agreement, partially offset by cash received under the Employee Stock Purchase Plan. The cash used in financing activities for the six months ended June 30, 2024 was related to cash used to settle taxes related to employee equity programs and contingent consideration payment related to Epiluvac acquisition, partially offset by cash received under the Employee Stock Purchase Plan.

Convertible Senior Notes

We have $230.0 million outstanding principal balance of 2.875% convertible senior notes that bear interest at a rate of 2.875% per year, payable semiannually in arrears on June 1 and December 1 of each year, and mature on June 1, 2029, unless earlier purchased by the Company, redeemed, or converted.

We believe that we have sufficient capital resources and cash flows from operations to support scheduled interest payments on this debt. In addition, in June 2025, we increased the total funds available to us through our revolving credit facility from $225 million to $250 million and extended the maturity until June 16, 2030, subject to a springing maturity date of March 2, 2029. The Company has no immediate plans to draw down on the facility. Interest under the facility is variable based on the Company’s secured net leverage ratio and is expected to bear interest based on SOFR plus a range of 125 to 200 basis points, if drawn. There is a yearly commitment fee of 20 to 30 basis points, based on the Company’s secured net leverage ratio, charged on the unused portion of the Facility.

Contractual Obligations and Commitments

We have commitments under certain contractual arrangements to make future payments for goods and services. These contractual arrangements secure the rights to various assets and services to be used in the future in the normal course of business. We expect to fund these contractual arrangements with cash generated from operations in the normal course of business.

Table of Contents

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

Our exposure to market rate risk for changes in interest rates primarily relates to our investment portfolio. We centrally manage our investment portfolios considering investment opportunities and risks, tax consequences, and overall financing strategies. Our investment portfolio includes fixed-income securities with a fair value of approximately $165.9 million at June 30, 2025. These securities are subject to interest rate risk and, based on our investment portfolio at June 30, 2025, a 100 basis point increase in interest rates would result in a decrease in the fair value of the portfolio of $1.0 million. While an increase in interest rates may reduce the fair value of the investment portfolio, we will not realize the losses in the Consolidated Statements of Operations unless the individual fixed-income securities are sold prior to recovery or the loss is determined to be other-than-temporary.

Currency Exchange Risk

We conduct business on a worldwide basis and, as such, a portion of our revenues, earnings, and net investments in foreign affiliates is exposed to changes in currency exchange rates. The economic impact of currency exchange rate movements is complex because such changes are often linked to variability in real growth, inflation, interest rates, governmental actions, and other factors. These changes, if material, could cause us to adjust our financing and operating strategies. Consequently, isolating the effect of changes in currency does not incorporate these other important economic factors.

Changes in currency exchange rates could affect our foreign currency denominated monetary assets and liabilities and forecasted cash flows. We may enter into monthly forward derivative contracts from time to time with the intent of mitigating a portion of this risk. We only use derivative financial instruments in the context of hedging and not for speculative purposes and have not historically designated our foreign exchange derivatives as hedges. Accordingly, changes in fair value from these contracts are recorded as “Other, net” in our Consolidated Statements of Operations. We execute derivative transactions with highly rated financial institutions to mitigate counterparty risk.

Our net sales to customers located outside of the United States represented approximately 87% and 86% of our total net sales for the three and six months ended June 30, 2025, respectively, 76% and 80% for the comparable 2024 period. We expect that net sales to customers outside the United States will continue to represent a large percentage of our total net sales. Our sales denominated in currencies other than the U.S. dollar represented approximately 5% and 6% of total net sales for the three and six months ended June 30, 2025, respectively, and 5% and 4% for the comparable 2024 period.

A 10% change in foreign exchange rates would have an immaterial impact on the consolidated results of operations since most of our sales outside the United States are denominated in U.S. dollars.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our principal executive and financial officers have evaluated and concluded that our disclosure controls and procedures are effective as of June 30, 2025. The disclosure controls and procedures are designed to ensure that the information required to be disclosed in this report filed under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our principal executive and financial officers as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the quarter ended June 30, 2025, there were no changes in internal control that have materially affected or are reasonably likely to materially affect internal control over financial reporting.

Table of Contents

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

Information regarding risk factors appears in the Safe Harbor Statement at the beginning of this quarterly report on Form 10-Q, and in Part I — Item 1A of our 2024 Form 10-K, and Item 1A of our quarterly report on Form 10-Q for quarter ended March 31, 2025. There have been no material changes from the risk factors previously disclosed.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

During the fiscal quarter ended June 30, 2025, the following directors and Section 16 officers, as applicable, adopted, modified or terminated “Rule 10b5-1 trading arrangements" (as defined in Item 408 of Regulation S-K):

●On May 20, 2025, William J. Miller, Ph.D., our Chief Executive Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Dr. Miller’s plan covers the sale of 200,000 shares of our common stock, between September 2, 2025 and March 1, 2028. Transactions under the plan are based upon pre-established dates and stock price thresholds.

●On June 4, 2025, Adrian Devasahayam, Ph.D., our Senior Vice President, Product Line Management, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Dr. Devasahayam’s plan covers the sale of 11,911 shares of our common stock, between September 4, 2025 and June 2, 2026. Transactions under the plan are based upon pre-established dates and stock price thresholds.

There were no “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K) adopted, modified or terminated during the fiscal quarter ended June 30, 2025 by our directors and Section 16 officers. Each of the Rule 10b5-1 trading arrangements are in accordance with our Securities Trading Policy and actual sale transactions made pursuant to such trading arrangements will be disclosed publicly in Section 16 filings with the SEC in accordance with applicable securities laws, rules and regulations.

Table of Contents

Item 6. Exhibits

Unless otherwise indicated, each of the following exhibits has been filed with the Securities and Exchange Commission by Veeco under File No. 0-16244.


Exhibit		Incorporated by Reference			Filed or Furnished
Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith

10.1	Fourth Amendment to Loan and Security Agreement, dated as of June 16, 2025, by and among Veeco Instruments Inc., as borrower, the guarantors party thereto, HSBC Bank USA, National Association, as administrative agent and collateral agent, and the lenders from time to time party thereto.	8-K	10.1	6/17/2025
10.2	Veeco Amended and Restated Senior Executive Change in Control Policy, effective as of July 29, 2025.				*
31.1	Certification of Chief Executive Officer pursuant to Rule 13a—14(a) or Rule 15d—14(a) of the Securities and Exchange Act of 1934.				*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a—14(a) or Rule 15d—14(a) of the Securities and Exchange Act of 1934.				*
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.				*
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.				*
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.				**
101.XSD	XBRL Schema.				**
101.PRE	XBRL Presentation.				**
101.CAL	XBRL Calculation.				**
101.DEF	XBRL Definition.				**
101.LAB	XBRL Label.				**
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).				**

* Filed herewith

** Filed herewith electronically

Table of Contents

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, thereunto duly authorized, on August 6, 2025.


	Veeco Instruments Inc.

	By:	/s/ WILLIAM J. MILLER, Ph.D.
		William J. Miller, Ph.D.
		Chief Executive Officer

	By:	/s/ JOHN P. KIERNAN
		John P. Kiernan
		Senior Vice President and Chief Financial Officer

EX-10.2 2 veco-20250630xex10d2.htm EX-10.2

Exhibit 10.2

VEECO INSTRUMENTS INC.

AMENDED AND RESTATED

SENIOR EXECUTIVE CHANGE IN CONTROL POLICY

Effective July 29, 2025

1.Purpose. Effective as of September 12, 2008, Veeco Instruments Inc., a Delaware corporation (the “Company” or “Veeco”), adopted this Senior Executive Change in Control Policy (as may be amended from time to time, the “Policy”). The Policy was most recently amended and restated effective as of July 29, 2025. The Compensation Committee of the Board (the “Committee”) recognizes that, as is the case for most publicly held companies, the possibility of a Change in Control (as defined below) exists, and the Company wishes to ensure that certain Eligible Employees (as defined below) are not practically disabled from discharging their duties in respect of a proposed or actual transaction involving a Change in Control. Accordingly, the Company wishes to provide additional inducement for the Eligible Employees to continue to remain in the employ of the Company and to provide certain severance benefits to the Eligible Employees in the event that their employment is terminated under certain circumstances related to a Change in Control.

2.Certain Defined Terms. In addition to terms defined elsewhere herein, the following capitalized terms have the following meanings when used herein:

“Affiliate” shall mean with respect to any Person, any other Person directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such Person. For purposes of this definition, “control” shall have the meaning given such term under Rule 405 of the Securities Act of 1933, as amended.

“Board” shall mean the Board of Directors of the Company.

“Cause” shall mean a termination based on (i) Eligible Employee’s willful and substantial misconduct in the performance of his duties, (ii) Eligible Employee’s willful failure to perform his duties after two weeks written notice from the Company (other than as a result of a total or partial incapacity due to a physical or mental illness, accident or similar event), (iii) the Eligible Employee’s material breach of any of the agreements contained in Section 6 hereof, (iv) the commission by the Eligible Employee of any material fraudulent act with respect to the business and affairs of the Company or any subsidiary or affiliate thereof, or (v) Eligible Employee’s conviction of (or plea of nolo contendere to) a crime constituting a felony.

“Change in Control” shall mean:

(i) any person or group acquires stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. However, if any person or group is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or group is not considered to cause a Change in Control of the Company. An increase in the percentage of stock owned by any person or group as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this subsection.

This subsection applies only when there is a transfer of stock of the Company (or issuance of stock of such entity) and stock in such entity remains outstanding after the transaction;

(ii) any person or group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company;

(iii) a majority of members of the Board is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the such entity’s Board or Directors prior to the date of the appointment or election; or

(iv) any person or group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) substantially all of the assets of the Company immediately prior to such acquisition or acquisitions. However, no Change in Control shall be deemed to occur under this subsection (iv) as a result of a transfer to:

(A) A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;

(B) An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;

(C) A person or group that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or

(D) An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (iii) above.

For purposes of this definition, the term “person” shall mean an individual, corporation, association, joint-stock company, business trust or other similar organization, partnership, limited liability company, joint venture, trust, unincorporated organization or government or agency, instrumentality or political subdivision thereof (for clarification, other than the Company or any subsidiary of the Company, or any employee benefit plan maintained by the Company or any subsidiary thereof). The term “group” shall have the meaning set forth in Rule 13d-5 of the Securities Exchange Commission (“SEC”), modified to the extent necessary to comply with Treasury Regulation Section 1.409A-3(g)(5)(v)(B), or any successor thereto in effect at the time a determination of whether a Change in Control has occurred is being made. If any one person, or persons acting as a group, is considered to effectively control the Company as described in subsections (ii) or (iii) above, the acquisition of additional control by the same person or persons is not considered to cause a Change in Control.

“Code” shall mean Internal Revenue Code of 1986, as amended.

“Confidential Information” shall mean any information that: (a) is disclosed to an Eligible Employee, learned by an Eligible or created by an Eligible Employee in connection with his employment with Veeco (or a predecessor company now owned by or part of Veeco), and (b) Veeco treats as proprietary, private or confidential. Confidential Information may include, without limitation, information relating to Veeco’s products, services and methods of operation, the identities and competencies of Veeco’s employees, customers and suppliers, trade secrets, know-how, processes, techniques, data, sketches, plans, drawings, chemical formulae, computer software, financial information, operating and cost data, research databases, selling and pricing information, business and marketing plans, and information concerning potential acquisitions, dispositions or joint ventures.

Notwithstanding the foregoing, “Confidential Information” does not include any of the foregoing items which has become publicly known or made generally available (provided that information will not cease to be “Confidential Information” as a result of an Eligible Employee’s breach of confidentiality).

“Eligible Employee” shall mean an employee of the Company selected by the Committee to be covered by the Policy pursuant to Section 3 and listed on Exhibit A hereto, as it may be amended from time to time.

“Good Reason” shall mean any of the following events: (i) any reduction in the total amount of an Eligible Employee’s base salary or target bonus; or (ii) any involuntary relocation of an Eligible Employee’s principal place of business to a location more than 50 miles from the Eligible Employee’s current principal place of business (or, in the case of employees whose principal place of business is more than 50 miles from their primary residence, an involuntary relocation of such employee's principal place of business such that the employee’s overall level of commuting substantially increases). To clarify, absent a separate written agreement between the Company and the Eligible Employee to the contrary, Good Reason shall not include an involuntary diminution in an Eligible Employee’s position, title, responsibilities, authority or reporting responsibilities. Good Reason shall not be deemed to have occurred unless the Eligible Employee provides the Company with written notice of the existence of the applicable condition described in clauses (i) and (ii) above, within 90 days after the initial existence of such condition and the Company fails to remedy such condition within 30 days of the date of such written notice.

“Person” shall mean an individual, partnership, corporation, business trust, limited liability company, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Voting Stock” shall mean all capital stock of the Company which by its terms may be voted on all matters submitted to stockholders of the Company generally.

3.Eligibility. The Committee shall determine which employees of the Company shall be Eligible Employees covered by the Policy. As of the effective date of the Policy, all Eligible Employees are listed on Exhibit A. From time to time, the Committee may, in its sole discretion, revise the list of individuals who are Eligible Employees by adding additional employees to, or, subject to Section 13, removing any Eligible Employee from, the list of Eligible Employees set forth on Exhibit A.

4.Certain Terminations in Connection with a Change in Control.

If an Eligible Employee’s employment shall be terminated by the Company without Cause, or by the Eligible Employee for Good Reason, during the period commencing three (3) months prior to, and ending eighteen (18) months following, a Change in Control, and subject to the Eligible Employee’s execution of a separation and release agreement in a form reasonably satisfactory to the Company:

(i)The Company shall pay to the Eligible Employee an amount equal to the product of (i) the sum of his then current (A) annual base salary and (B) the target bonus payable to the Eligible Employee pursuant to the Company’s performance-based compensation bonus plan with respect to the fiscal year ending immediately prior to the date of termination, and (ii) 1.5; such amount shall be payable in a lump sum as soon as reasonably practicable (x) if such termination of employment occurs on or following the consummation of the Change in Control, after the date of such termination of employment, or (y) if such termination occurs prior to the consummation of the Change in Control, after the effective date of such Change in Control (either such date, the “Vesting

Date”), but in any event, such payment shall be made within 2½ months following the end of the calendar year in which the Vesting Date occurs;

(ii)The Company shall continue to provide the Eligible Employee (and his dependents) with all health and welfare benefits which he (or his dependents) was participating in or receiving as of the date of termination (at a level then in effect with respect to coverage and employee premiums) until the 18-month anniversary of the date of termination. If such benefits cannot be provided under the Company’s programs, such benefits and perquisites will be provided on an individual basis to the Eligible Employee such that his after-tax costs will be no greater than the costs for such benefits and perquisites under the Company’s programs. Any tax gross-up payment required under this paragraph shall be paid in a single lump sum payment at the same time severance is otherwise payable under paragraph (i) above;

(iii)The Company shall pay to the Eligible Employee a pro-rated amount of the Eligible Employee’s bonus for the fiscal year in which the date of termination occurs equal to the product of (i) the amount of the bonus the Eligible Employee would have otherwise earned had he been employed by the Company on the last day of the fiscal year in which the date of termination occurs multiplied by (ii) the number of days elapsed during such fiscal year prior to the date of termination divided by 365. Such pro-rated bonus shall be payable at the same time as bonuses for the year of termination are paid to employees generally, provided, however, that such payment shall be made within 2 ½ months following the end of the calendar year in which the Vesting Date occurs but in any event within 2½ months after the end of the performance period; and

(iv)The vesting, payment and/or exercisability of all stock option grants, restricted stock awards and any other equity-based compensation awards held by the Eligible Employee that would otherwise be eligible to become vested during the Eligible Employee’s continued employment shall be accelerated and any outstanding stock options then held by the Eligible Employee shall remain exercisable until the earlier of (x) 12 months following the date of termination of the Eligible Employee's employment with the Company and (y) the expiration of the original term of such options.

5.Parachute Payments.

(a)Notwithstanding Section 4 (but subject to Section 5(b)), in the event that an Eligible Employee becomes entitled to any payments or benefits under this Policy and any portion of those payments or benefits, when added to any other amount theretofore or thereafter payable to the Eligible Employee as a result of or in connection with any Change in Control, whether or not under any other plan, arrangement or agreement with the Company, any Person whose actions resulted in the Change in Control or any Person having such a relationship with the Company or such Person as to require attribution of stock ownership between the parties under Section 318(a) of the Code (the “Aggregate Payments”), would be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code, then the payments or benefits under this Policy and, if applicable, any other plan, arrangement or agreement shall be reduced (first by reducing the cash payments under this Policy, then by reducing any fringe or other benefits required to be provided under this Policy, and finally by reducing the payments and/or benefits under any other plan, arrangement or agreement) to an amount which is ten dollars ($10.00) less than the amount of the Aggregate Payments that could be made to the Eligible Employee before any portion of the Aggregate Payments would be subject to the Excise Tax.

(b)Notwithstanding Section 5(a), the Aggregate Payments shall be reduced pursuant to Section 5(a) only if the net after-tax amount received by the Eligible Employee after the application of Section 5(a) is greater than the net after-tax amount (taking into account the application of the Excise Tax) that the Eligible Employee would otherwise receive in connection with the Change in Control without the application of Section 5(a).

(c)All determinations and calculations required to effectuate this Section 5 (including, without limitation, the determination as to whether any Aggregate Payments would be subject to the Excise Tax and the amount of any reduction of the Aggregate Payments) shall be made by the Company’s independent auditors (or another nationally recognized United States public accounting firm selected in good faith by the Company) (the “Auditors”). For purposes of making the calculations and determinations required by this Section 5, the Auditors may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code and the Department of Treasury Regulations issued thereunder.

6.Obligations of the Eligible Employee

As a condition to being designated as an Eligible Employee and to being eligible to receive benefits hereunder, each individual so designated agrees as follows (any individual not so agreeing shall notify the Company in writing within 10 days of being notified of the designation, in which case the designation shall be null and void):

(a)Confidentiality. The Eligible Employee acknowledges that the Company and its Affiliates continually develop Confidential Information; that the Eligible Employee may develop Confidential Information for the Company and its Affiliates; and that the Eligible Employee may learn of Confidential Information during the course of employment, including Confidential Information that may relate to a transaction which, if consummated, would constitute a Change in Control. The Eligible Employee will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and shall not disclose Confidential Information to any Person or use Confidential Information except for the benefit of the Company or as required by applicable law after notice to the Company and a reasonable opportunity for the Company to seek protection of the Confidential Information prior to disclosure. The Eligible Employee understands that this restriction shall continue to apply after his employment terminates, regardless of the reason for such termination.

(b)Return of Company Property. All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by the Eligible Employee, shall be the sole and exclusive property of the Company and its Affiliates. The Eligible Employee shall safeguard all Documents and shall surrender to the Company at the time his employment terminates, or at such earlier time or times as the Board or its designee may specify, all Documents and other property of the Company and its Affiliates then in the Eligible Employee’s possession or control.

(c)Restricted Activities. In further consideration of the compensation that the Eligible Employee may become entitled to hereunder, the Eligible Employee agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates:

(i)While the Eligible Employee is employed by the Company and for eighteen (18) months after the termination of the Eligible Employee’s employment (the “Non-Competition Period”), the Eligible Employee will not own, manage, work for or otherwise participate in any business whose products, services or activities compete with the current or currently contemplated products, services or activities of Veeco in any state or country in which Veeco sells products or conducts business and (x) in which such Eligible Employee was involved or (y) with respect to which such Eligible Employee had access to Confidential Information, in each case, during the 5 years prior to termination, provided, however, that the Eligible Employee may own up to 1% of the securities of any such public company (but without otherwise participating in the activities of such enterprise).

(ii)The Eligible Employee further agrees that while he is employed by the Company and during the Non-Competition Period, the Eligible Employee will not for himself or any other person: (a) induce or try to induce any employee to leave Veeco or otherwise interfere with the relationship between Veeco and any of its employees, (b) employ or engage as an independent contractor, any current or former employee of Veeco, other than former employees who have not worked for Veeco within the past year, (c) induce or try to induce any customer, supplier, licensor or business relation to stop doing business with Veeco or otherwise interfere with the relationship between Veeco and any of its customers, suppliers, licensors or business relations; or (d) solicit the business of any person known by the Eligible Employee to be a customer of Veeco, whether or not the Eligible Employee had personal contact with such person, with respect to products or activities which compete with the products or activities of Veeco in existence or contemplated at the time of termination of such Eligible Employee’s employment.

(d)Enforcement of Covenants. The Eligible Employee acknowledges that he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to this Section 6. The Eligible Employee agrees that those restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The Eligible Employee further acknowledges that, were he to breach any of the covenants contained in this Section 6, the damage to the Company could be irreparable. The Eligible Employee therefore agrees that the Company, in addition to any other remedies available to it, shall be entitled to seek preliminary and permanent injunctive relief against any breach or threatened breach by the Eligible Employee of any of said covenants, without having to post bond. The Eligible Employee agrees that, in the event that any provision of this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographical area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

7.Successors.

(a)The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise, including, without limitation, any successor due to a Change in Control) to the business or assets of the Company expressly to assume this Policy and to perform in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Policy will be binding upon and inure to the benefit of the Company and any successor to the Company, including, without limitation, any persons directly or indirectly acquiring the business or assets of the Company in a transaction constituting a Change in Control (and such successor shall thereafter be deemed the “Company” for the purpose of this Policy), but will not otherwise be assignable, transferable or delegable by the Company.

(b)This Policy will inure to the benefit of and be enforceable by the Eligible Employees’ personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees.

(c)This Policy is personal in nature and neither the Company nor any Eligible Employee shall, without the consent of the Company, assign, transfer or delegate any rights or obligations hereunder except as expressly provided in Sections 7(a) and 7(b). Without limiting the generality or effect of the foregoing, an Eligible Employee’s right to receive payments hereunder will not be assignable, transferable or delegable, other than by a transfer by such Eligible Employee’s will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 7(c), the Company shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.

8.Administration; ERISA. This Policy shall be administered by the Committee (or the Committee’s delegate or successor). The Committee shall have the sole authority to interpret this Policy and to determine all questions (whether of fact or interpretation) arising in connection with this Policy. The Committee’s decisions shall be final and bind all parties. This Policy is intended to be an unfunded “top hat plan” that is not subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

9.Notices. For all purposes of this Policy, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally recognized overnight courier service, addressed to the Company (to the attention of the General Counsel of the Company) at its principal executive office and to the Eligible Employee at his principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address shall be effective only upon receipt.

10.Validity. If any provision of this Policy or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Policy and the application of such provision to any other person or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal.

11.Governing Law; Jurisdiction. The laws of the state of New York shall govern the interpretation, validity and performance of the terms of this Policy, regardless of the law that might be applied under principles of conflicts of law. Any suit, action or proceeding against any Eligible Employee, with respect to this Policy may be brought in any court of competent jurisdiction in the State of New York.

12.Relationship with Other Plans. This Policy is intended to supplement, but not duplicate, any benefits to which an Eligible Employee may be entitled under any other severance, employment or other individual agreement. The Committee, in its sole discretion, will make any interpretation or determination necessary to implement this provision.

13.Amendment; Termination. The Company expressly reserves the right to amend or terminate this Policy, to discontinue or eliminate benefits hereunder or to remove any employee from the list of Eligible Employees covered by this Policy at any time in its sole discretion; provided, however, that, during the period commencing upon the earlier of (a) three months prior to the signing of a definitive agreement that, if consummated, would result in a Change in Control, and (b) the filing of a Schedule TO (or any appropriate successor form) with respect to a tender offer with the Commission that, if accepted, would result in a Change in Control, (each, a “Triggering Event”) and ending upon the earlier of (x) the date on which the Committee in its sole discretion determines that the Triggering Event will not actually result in a Change in Control, and (y) the 18 month anniversary of the Change in Control, no amendment which would deprive an Eligible Employee of any benefit to which he would have been entitled hereunder, nor any termination of this Policy, nor removal of an employee from the list of Eligible Employees covered by this Policy, shall be effective with respect to such Eligible Employee.

14.Section 409A.

(a)This Policy is intended to be exempt from the requirements of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). The Company may, in its discretion, adopt such amendments to the Policy or adopt other procedures, or take any other actions, as the Company determines are necessary or appropriate to exempt this Policy from Section 409A (or, if the Committee determines appropriate, to comply with the requirements of Section 409A), including without limitation amendments, procedures and action with retroactive effect.

(b)Notwithstanding the foregoing or any other provision of this Policy, if and to the extent that the Company determines, in its sole discretion, that any payments or benefits payable under this Policy are deferred compensation subject to Section 409A, the following will apply:

(i)if the Eligible Employee is a "specified employee" (as defined in Section 409A) at the time of his termination of employment, (x) during the first 6 months after such Eligible Employee’s termination of employment, such Eligible Employee shall be paid only the portion, if any, of such payments that will not subject him to additional taxes and interest under Section 409A (" Delay Period "). If this Section applies and the method of payment is not a lump sum, the first payment to the Eligible Employee will include all amounts that would have been paid during the Delay Period but for this Section, and (y) to the extent that benefits to be provided to such an Eligible Employee pursuant to this Policy are not non-taxable medical benefits or other benefits not considered nonqualified deferred compensation for Section 409A, such provision of benefits shall be delayed until the end of the Delay Period to the extent necessary to avoid the imposition of additional taxes and interest on the Eligible Employee, provided that, if the provision of any ongoing benefits would not be required to be delayed if the premiums were paid by the Eligible Employee, the Eligible Employee shall pay the full cost of the premiums for such benefits during the Delay Period and the Company shall pay him an amount equal to the amount of such premiums within ten (10) days after the end of the Delay Period.

(ii)To the extent that any benefits to be provided to an Eligible Employee pursuant to this Policy are considered nonqualified deferred compensation and are reimbursements subject to Section 409A, the reimbursement of eligible expenses related to such benefits shall be made on or before the last day of the Eligible Employee's taxable year following the Eligible Employee's taxable year in which the expense was incurred.

(iii)Each of the payments and benefits under Section 4(b) of this Agreement are designated as separate payments for purposes of the short-term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F), the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii), and the exemption for medical expense reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v)(B). As a result, (1) any payments that become vested as a result of a qualifying termination that are made on or before the 15th day of the third month following the later of the end of the Company’s taxable year or the end of the Executive’s taxable year in which occurs the Executive’s termination of employment, (2) any additional payments that are made on or before the last day of the second calendar year following the year of the Executive’s termination and do not exceed the lesser of two times annual base salary or two times the limit under Code Section 401(a)(17) then in effect, and (3) the payment of medical expenses within the applicable COBRA period, are exempt from the requirements of Code Section 409A. If the Executive dies prior to the expiration of the Delay Period, payment of any amounts previously withheld under Section 14(b)(i) above shall be paid to the Executive’s beneficiary as soon as practicable following the Executive’s death.

15.Miscellaneous.

(a)Pronouns. Masculine pronouns and other words of masculine gender shall refer to both men and women.

(b)Titles and Headings. The titles and headings of the sections in the Policy are for convenience of reference only, and in the event of any conflict, the text of the Policy, rather than such titles or headings, shall control.

Veeco Instruments Inc.

Senior Executive Change in Control Policy

Exhibit A: Eligible Employees

NOTE: Effective July 29, 2025, the Compensation Committee of the Veeco Board of Directors voted to amend and restate the Veeco Instruments Inc. Senior Executive Change in Control Policy to clarify and update certain aspects, including the removal of “single trigger” provisions, which only applied to older equity awards that are no longer outstanding, and clarification to the definition of “Good Reason” for termination. A redlined version of the amended and restated policy follows.

VEECO INSTRUMENTS INC.

AMENDED AND RESTATED

SENIOR EXECUTIVE CHANGE IN CONTROL POLICY

Effective July 29, 2025January 1, 2014

1.Purpose. Effective as of September 12, 2008, Veeco Instruments Inc., a Delaware corporation (the “Company” or “Veeco”), has adopted this Senior Executive Change in Control Policy (as may be amended from time to time, the “Policy”). The Policy was most recently amended and restated effective as of July 29, 2025. The Compensation Committee of the Board (the “Committee”) recognizes that, as is the case for most publicly held companies, the possibility of a Change in Control (as defined below) exists, and the Company wishes to ensure that certain Eligible Employees (as defined below) are not practically disabled from discharging their duties in respect of a proposed or actual transaction involving a Change in Control. Accordingly, the Company wishes to provide additional inducement for the Eligible Employees to continue to remain in the employ of the Company and to provide certain severance benefits to the Eligible Employees in the event that their employment is terminated under certain circumstances related to a Change in Control.

2.Certain Defined Terms. In addition to terms defined elsewhere herein, the following capitalized terms have the following meanings when used herein:

“Board” shall mean the Board of Directors of the Company.

“Change in Control” shall mean:

However, if any person or group is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or group is not considered to cause a Change in Control of the Company. An increase in the percentage of stock owned by any person or group as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this subsection. This subsection applies only when there is a transfer of stock of the Company (or issuance of stock of such entity) and stock in such entity remains outstanding after the transaction;

(A) A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;

(B) An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;

(C) A person or group that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or

(D) An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (iii) above.

“Code” shall mean Internal Revenue Code of 1986, as amended.

Confidential Information may include, without limitation, information relating to Veeco’s products, services and methods of operation, the identities and competencies of Veeco’s employees, customers and suppliers, trade secrets, know-how, processes, techniques, data, sketches, plans, drawings, chemical formulae, computer software, financial information, operating and cost data, research databases, selling and pricing information, business and marketing plans, and information concerning potential acquisitions, dispositions or joint ventures. Notwithstanding the foregoing, “Confidential Information” does not include any of the foregoing items which has become publicly known or made generally available (provided that information will not cease to be “Confidential Information” as a result of an Eligible Employee’s breach of confidentiality).

“Voting Stock” shall mean all capital stock of the Company which by its terms may be voted on all matters submitted to stockholders of the Company generally.

4.Effect of Change in Control; Certain Terminations in Connection with a Change in Control.

(a)Upon the consummation of a Change in Control, the vesting, payment and/or exercisability of all stock option grants, restricted stock awards and any other equity-based compensation awards granted prior to January 1, 2014 and held by the Eligible Employee that would otherwise be eligible to become vested during the Eligible Employee’s continued employment shall be accelerated and any outstanding stock options then held by the Eligible Employee shall remain exercisable until the earlier of (x) 12 months following the date of termination of the Eligible Employee's employment with the Company and (y) the expiration of the original term of such options.

(i)The vesting, payment and/or exercisability of all stock option grants, restricted stock awards and any other equity-based compensation awards granted on or after January 1, 2014 and held by the Eligible Employee that would otherwise be eligible to become vested during the Eligible Employee’s continued employment shall be accelerated and any outstanding stock options then held by the Eligible Employee shall remain exercisable until the earlier of (x) 12 months following the date of termination of the Eligible Employee's employment with the Company and (y) the expiration of the original term of such options.

(ii)(i)The Company shall pay to the Eligible Employee an amount equal to the product of (i) the sum of his then current (A) annual base salary and (B) the target bonus payable to the Eligible Employee pursuant to the Company’s performance-based compensation bonus plan with respect to the fiscal year ending immediately prior to the date of termination, and (ii) 1.5; such amount shall be payable in a lump sum as soon as reasonably practicable (x) if such termination of employment occurs on or following the consummation of the Change in Control, after the date of such termination of employment, or (y) if such termination occurs prior to the consummation of the Change in Control, after the effective date of such Change in Control (either such date, the “Vesting Date”), but in any event, such payment shall be made within 2½ months following the end of the calendar year in which the Vesting Date occurs;

(iii)(ii)The Company shall continue to provide the Eligible Employee (and his dependents) with all health and welfare benefits which he (or his dependents) was participating in or receiving as of the date of termination (at a level then in effect with respect to coverage and employee premiums) until the 18-month anniversary of the date of termination. If such benefits cannot be provided under the Company’s programs, such benefits and perquisites will be provided on an individual basis to the Eligible Employee such that his after-tax costs will be no greater than the costs for such benefits and perquisites under the Company’s programs. Any tax gross-up payment required under this paragraph shall be paid in a single lump sum payment at the same time severance is otherwise payable under paragraph (i) above;

(iv)(iii)The Company shall pay to the Eligible Employee a pro-rated amount of the Eligible Employee’s bonus for the fiscal year in which the date of termination occurs equal to the product of (i) the amount of the bonus the Eligible Employee would have otherwise earned had he been employed by the Company on the last day of the fiscal year in which the date of termination occurs multiplied by (ii) the number of days elapsed during such fiscal year prior to the date of termination divided by 365. Such pro-rated bonus shall be payable at the same time as bonuses for the year of termination are paid to employees generally, provided, however, that such payment shall be made within 2 ½ months following the end of the calendar year in which the Vesting Date occurs but in any event within 2½ months after the end of the performance period; and

(v)(iv)The vesting, payment and/or exercisability of all stock option grants, restricted stock awards and any other equity-based compensation awards held by the Eligible Employee that would otherwise be eligible to become vested during the Eligible Employee’s continued employment shall be accelerated and any outstanding stock options then held by the Eligible Employee shall remain exercisable until the earlier of (x) 12 months following the date of termination of the Eligible Employee's employment with the Company and (y) the expiration of the original term of such options.

(b)For the sake of clarity, "termination" as used in this Section 4 shall not include the case where (i) Veeco offers to retain the Eligible Employee in a position of substantial responsibility or (ii) Veeco requests that the Eligible Employee accepts a position with the acquiring entity in the Change in Control but the Eligible Employee declines the position.

5.Parachute Payments.

6.Obligations of the Eligible Employee

7.Successors.

(b)This Policy will inure to the benefit of and be enforceable by the Eligible Employees’ personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees.

14.Section 409A.

15.Miscellaneous.

(a)Pronouns. Masculine pronouns and other words of masculine gender shall refer to both men and women.

Veeco Instruments Inc.

Senior Executive Change in Control Policy

Exhibit A: Eligible Employees

EX-31.1 3 veco-20250630xex31d1.htm EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULE 13a — 14(a) or RULE 15d — 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

I, William J. Miller, Ph.D., certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the period ended June 30, 2025 of Veeco Instruments Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	By:	/s/ WILLIAM J. MILLER, Ph.D.
		William J. Miller, Ph.D.
		Chief Executive Officer
		Veeco Instruments Inc.
		August 6, 2025

EX-31.2 4 veco-20250630xex31d2.htm EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULE 13a — 14(a) or RULE 15d — 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

I, John P. Kiernan, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the period ended June 30, 2025 of Veeco Instruments Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


	By:	/s/ JOHN P. KIERNAN
		John P. Kiernan
		Senior Vice President and Chief Financial Officer
		Veeco Instruments Inc.
		August 6, 2025

EX-32.1 5 veco-20250630xex32d1.htm EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Veeco Instruments Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William J. Miller, Ph.D., Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


	By:	/s/ WILLIAM J. MILLER Ph.D.
		William J. Miller, Ph.D.
		Chief Executive Officer
		Veeco Instruments Inc.
		August 6, 2025

A signed original of this written statement required by Section 906 has been provided to Veeco Instruments Inc. and will be retained by Veeco Instruments Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2 6 veco-20250630xex32d2.htm EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Veeco Instruments Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John P. Kiernan, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


	By:	/s/ JOHN P. KIERNAN
		John P. Kiernan
		Senior Vice President and Chief Financial Officer
		Veeco Instruments Inc.
		August 6, 2025