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Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

​ | ​
☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
​ | For the quarterly period ended September 30, 2025
or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
​ | For the transition period from to

​

Commission File Number: 000-26966

ADVANCED ENERGY INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

​

Delaware | 84-0846841
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
​ | ​
1595 Wynkoop Street, Suite 800, Denver, Colorado | 80202
(Address of principal executive offices) | (Zip Code)

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(970) 407-6626

(Registrant’s telephone number, including area code)

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

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Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, $0.001 par value | AEIS | 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 þ 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 þ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 þ | 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 þ

As of October 31, 2025, there were 37,745,489 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

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Table of Contents

ADVANCED ENERGY INDUSTRIES, INC.

FORM 10-Q

TABLE OF CONTENTS

​ | ​ | ​
​ | ​ | ​
​ | PART I FINANCIAL INFORMATION | ​
​ | ​ | ​
ITEM 1. | UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS ​ | 3
​ | ​ | ​
​ | Consolidated Balance Sheets | 3
​ | ​ | ​
​ | Consolidated Statements of Operations | 4
​ | ​ | ​
​ | Consolidated Statements of Comprehensive Income (Loss) | 5
​ | ​ | ​
​ | Consolidated Statements of Stockholders’ Equity | 6
​ | ​ | ​
​ | Consolidated Statements of Cash Flows | 7
​ | ​ | ​
​ | Notes to Consolidated Financial Statements | 8
​ | ​ | ​
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 23
​ | ​ | ​
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 38
​ | ​ | ​
ITEM 4. | CONTROLS AND PROCEDURES | 39
​ | ​ | ​
​ | PART II OTHER INFORMATION | ​
​ | ​ | ​
ITEM 1. | LEGAL PROCEEDINGS | 39
​ | ​ | ​
ITEM 1A. | RISK FACTORS | 39
​ | ​ | ​
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 40
​ | ​ | ​
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 40
​ | ​ | ​
ITEM 4. | MINE SAFETY DISCLOSURES | 40
​ | ​ | ​
ITEM 5. | OTHER INFORMATION | 40
​ | ​ | ​
ITEM 6. | EXHIBITS | 41
​ | ​ | ​
​ | SIGNATURES | 42

​

​

​

​

​

​

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Table of Contents

PART I FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

ADVANCED ENERGY INDUSTRIES, INC.

Unaudited Consolidated Balance Sheets

(In millions, except per share amounts)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | December 31, | ​
​ |  | 2025 |  | 2024 | ​
ASSETS |  | ​ |  |  | ​ |  |
Current assets: |  | ​ |  |  | ​ |  |
Cash and cash equivalents | ​ | $ | 758.6 | ​ | $ | 722.1 | ​
Accounts receivable, net | ​ |  | 299.5 | ​ |  | 265.3 | ​
Inventories | ​ |  | 399.7 | ​ |  | 360.4 | ​
Other current assets | ​ | ​ | 44.9 | ​ | ​ | 41.5 | ​
Total current assets | ​ |  | 1,502.7 | ​ |  | 1,389.3 | ​
Property and equipment, net | ​ |  | 239.8 | ​ |  | 185.6 | ​
Operating lease right-of-use assets | ​ | ​ | 102.6 | ​ | ​ | 96.3 | ​
Other assets | ​ |  | 169.2 | ​ |  | 155.3 | ​
Intangible assets, net | ​ |  | 123.1 | ​ |  | 139.4 | ​
Goodwill | ​ |  | 300.7 | ​ |  | 296.0 | ​
TOTAL ASSETS | ​ | $ | 2,438.1 | ​ | $ | 2,261.9 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
LIABILITIES AND STOCKHOLDERS’ EQUITY | ​ |  | ​ | ​ |  | ​ | ​
Current liabilities: | ​ |  | ​ | ​ |  | ​ | ​
Accounts payable | ​ | $ | 194.7 | ​ | $ | 143.5 | ​
Accrued payroll and employee benefits | ​ |  | 74.2 | ​ |  | 67.9 | ​
Other accrued expenses | ​ |  | 67.0 | ​ |  | 73.6 | ​
Customer deposits and other | ​ |  | 12.7 | ​ |  | 11.5 | ​
Current portion of operating lease liabilities | ​ | ​ | 17.9 | ​ | ​ | 17.8 | ​
Total current liabilities | ​ |  | 366.5 | ​ |  | 314.3 | ​
Long-term debt, net | ​ | ​ | 566.8 | ​ | ​ | 564.7 | ​
Operating lease liabilities | ​ | ​ | 98.1 | ​ | ​ | 89.2 | ​
Defined employee benefit pension plan | ​ | ​ | 53.9 | ​ | ​ | 49.6 | ​
Other long-term liabilities | ​ | ​ | 38.7 | ​ | ​ | 37.5 | ​
Total liabilities | ​ |  | 1,124.0 | ​ |  | 1,055.3 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Deferred compensation | ​ | ​ | 6.9 | ​ | ​ | 3.5 | ​
Commitments and contingencies (Note 14) | ​ |  | ​ | ​ |  | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Stockholders' equity: | ​ |  | ​ | ​ |  | ​ | ​
Preferred stock, $0.001 par value, 1.0 shares authorized, none issued and outstanding | ​ |  | — | ​ |  | — | ​
Common stock, $0.001 par value, 70.0 shares authorized; 37.7 issued and outstanding at September 30, 2025 and December 31, 2024 | ​ |  | — | ​ |  | — | ​
Common stock associated with deferred compensation plan | ​ | ​ | (2.6) | ​ | ​ | (0.9) | ​
Additional paid-in capital | ​ |  | 217.2 | ​ |  | 189.1 | ​
Accumulated other comprehensive income (loss) | ​ |  | 5.3 | ​ |  | (11.8) | ​
Retained earnings | ​ |  | 1,087.3 | ​ |  | 1,026.7 | ​
Total stockholders' equity | ​ |  | 1,307.2 | ​ |  | 1,203.1 | ​
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | ​ | $ | 2,438.1 | ​ | $ | 2,261.9 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​

​

The accompanying notes are an integral part of these unaudited consolidated financial statements.

​

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ADVANCED ENERGY INDUSTRIES, INC.

Unaudited Consolidated Statements of Operations

(In millions, except per share amounts)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, | ​ | Nine Months Ended September 30, | ​
​ |  | 2025 | ​ | 2024 |  | 2025 |  | 2024 | ​
Revenue, net | ​ | $ | 463.3 | ​ | $ | 374.2 | ​ | $ | 1,309.4 | ​ | $ | 1,066.6 | ​
Cost of revenue | ​ |  | 288.9 | ​ |  | 240.1 | ​ |  | 821.1 | ​ |  | 691.9 | ​
Gross profit | ​ |  | 174.4 | ​ |  | 134.1 | ​ |  | 488.3 | ​ |  | 374.7 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating expenses: | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​
Research and development | ​ |  | 59.1 | ​ |  | 53.6 | ​ |  | 172.3 | ​ |  | 155.7 | ​
Selling, general, and administrative | ​ |  | 59.8 | ​ |  | 56.2 | ​ |  | 179.0 | ​ |  | 166.4 | ​
Amortization of intangible assets | ​ |  | 5.6 | ​ |  | 6.8 | ​ |  | 16.7 | ​ |  | 20.5 | ​
Restructuring, asset impairments, and other charges | ​ |  | 0.7 | ​ |  | 28.5 | ​ |  | 8.9 | ​ |  | 29.3 | ​
Total operating expenses | ​ |  | 125.2 | ​ |  | 145.1 | ​ |  | 376.9 | ​ |  | 371.9 | ​
Operating income (loss) | ​ |  | 49.2 | ​ |  | (11.0) | ​ |  | 111.4 | ​ |  | 2.8 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest income | ​ | ​ | 6.6 | ​ | ​ | 11.0 | ​ | ​ | 20.1 | ​ | ​ | 35.7 | ​
Interest expense | ​ | ​ | (4.2) | ​ | ​ | (6.4) | ​ | ​ | (12.6) | ​ | ​ | (20.5) | ​
Other income (expense), net | ​ |  | 0.7 | ​ |  | (8.1) | ​ |  | (7.4) | ​ |  | (6.1) | ​
Income (loss) from continuing operations, before income tax | ​ |  | 52.3 | ​ |  | (14.5) | ​ |  | 111.5 | ​ |  | 11.9 | ​
Income tax provision (benefit) | ​ |  | 5.9 | ​ |  | (0.4) | ​ |  | 14.7 | ​ |  | 4.6 | ​
Income (loss) from continuing operations | ​ |  | 46.4 | ​ |  | (14.1) | ​ |  | 96.8 | ​ |  | 7.3 | ​
Loss from discontinued operations, net of income tax | ​ |  | (0.2) | ​ |  | (0.8) | ​ |  | (0.7) | ​ |  | (2.0) | ​
Net income (loss) | ​ | $ | 46.2 | ​ | $ | (14.9) | ​ | $ | 96.1 | ​ | $ | 5.3 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic weighted-average common shares outstanding | ​ |  | 37.6 | ​ |  | 37.5 | ​ |  | 37.6 | ​ |  | 37.5 | ​
Diluted weighted-average common shares outstanding | ​ |  | 38.5 | ​ |  | 37.5 | ​ |  | 38.1 | ​ |  | 37.8 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Earnings (loss) per share: | ​ |  |  | ​ |  |  | ​ |  | ​ | ​ |  | ​ | ​
Continuing operations: | ​ |  |  | ​ |  |  | ​ |  | ​ | ​ |  | ​ | ​
Basic earnings per share | ​ | $ | 1.23 | ​ | $ | (0.38) | ​ | $ | 2.57 | ​ | $ | 0.19 | ​
Diluted earnings per share | ​ | $ | 1.21 | ​ | $ | (0.38) | ​ | $ | 2.54 | ​ | $ | 0.19 | ​
Discontinued operations: | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​
Basic loss per share | ​ | $ | (0.01) | ​ | $ | (0.02) | ​ | $ | (0.02) | ​ | $ | (0.05) | ​
Diluted loss per share | ​ | $ | (0.01) | ​ | $ | (0.02) | ​ | $ | (0.02) | ​ | $ | (0.05) | ​
Net income (loss): | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​
Basic earnings per share | ​ | $ | 1.23 | ​ | $ | (0.40) | ​ | $ | 2.56 | ​ | $ | 0.14 | ​
Diluted earnings per share | ​ | $ | 1.20 | ​ | $ | (0.40) | ​ | $ | 2.52 | ​ | $ | 0.14 | ​

​

The accompanying notes are an integral part of these unaudited consolidated financial statements.

​

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ADVANCED ENERGY INDUSTRIES, INC.

Unaudited Consolidated Statements of Comprehensive Income (Loss)

(In millions)

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, | ​ | Nine Months Ended September 30,
​ |  | 2025 |  | 2024 |  | 2025 |  | 2024
Net income (loss) | ​ | $ | 46.2 | ​ | $ | (14.9) | ​ | $ | 96.1 | ​ | $ | 5.3
Other comprehensive income (loss), net of income tax | ​ |  | ​ | ​ |  |  | ​ |  | ​ | ​ |  |
Foreign currency translation | ​ |  | (3.4) | ​ |  | 12.5 | ​ |  | 17.4 | ​ |  | 3.3
Cash flow hedges | ​ |  | — | ​ |  | (1.8) | ​ |  | — | ​ |  | (5.5)
Defined employee benefit plan | ​ |  | (0.1) | ​ |  | (1.7) | ​ |  | (0.3) | ​ |  | (1.8)
Comprehensive income (loss) | ​ | $ | 42.7 | ​ | $ | (5.9) | ​ | $ | 113.2 | ​ | $ | 1.3

​

The accompanying notes are an integral part of these unaudited consolidated financial statements.

​

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ADVANCED ENERGY INDUSTRIES, INC.

Unaudited Consolidated Statements of Stockholders' Equity

(In millions, except per share amounts)

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Common Stock | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Common Stock | ​ | ​ | ​ | ​ | Accumulated | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Associated with | ​ | Additional | ​ | Other | ​ | ​ | ​ | ​ | Total
​ | ​ | ​ | ​ | ​ | ​ | ​ | Deferred | ​ | Paid-in | ​ | Comprehensive | ​ | Retained | ​ | Stockholders'
​ | ​ | Shares | ​ | Amount | ​ | Compensation Plan | ​ | Capital | ​ | Income (Loss) | ​ | Earnings | ​ | Equity
Balances, December 31, 2023 | ​ | 37.3 | ​ | $ | — | ​ | $ | — | ​ | $ | 148.3 | ​ | $ | 6.1 | ​ | $ | 989.7 | ​ | $ | 1,144.1
Stock issued from equity plans | ​ | 0.1 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (5.3) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (5.3)
Stock-based compensation | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 10.6 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 10.6
Dividends declared ($0.10 per share) | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (3.8) | ​ | ​ | (3.8)
Other comprehensive loss | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (8.0) | ​ | ​ | — | ​ | ​ | (8.0)
Deferred compensation | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 0.1 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 0.1
Net income | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 5.4 | ​ | ​ | 5.4
Balances, March 31, 2024 | ​ | 37.4 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 153.7 | ​ | ​ | (1.9) | ​ | ​ | 991.3 | ​ | ​ | 1,143.1
Stock issued from equity plans | ​ | 0.1 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.2) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.2)
Stock issuance | ​ | 0.1 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 4.5 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 4.5
Stock-based compensation | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 10.7 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 10.7
Dividends declared ($0.10 per share) | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (3.9) | ​ | ​ | (3.9)
Other comprehensive loss | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (5.0) | ​ | ​ | — | ​ | ​ | (5.0)
Deferred compensation | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1.0 | ​ | ​ | — | ​ | ​ | (0.1) | ​ | ​ | 0.9
Net income | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 14.8 | ​ | ​ | 14.8
Balances, June 30, 2024 | ​ | 37.6 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 169.7 | ​ | ​ | (6.9) | ​ | ​ | 1,002.1 | ​ | ​ | 1,164.9
Stock issued from equity plans | ​ | 0.1 | ​ | ​ | — | ​ | ​ | ​ | ​ | ​ | (0.5) | ​ | ​ | — | ​ | ​ | — | ​ |  | (0.5)
Stock-based compensation | ​ | — | ​ | ​ | — | ​ | ​ | ​ | ​ | ​ | 11.5 | ​ | ​ | — | ​ | ​ | — | ​ |  | 11.5
Share repurchases | ​ | — | ​ | ​ | — | ​ | ​ | ​ | ​ | ​ | (0.1) | ​ | ​ | — | ​ | ​ | (1.7) | ​ | ​ | (1.8)
Dividends declared ($0.10 per share) | ​ | — | ​ | ​ | — | ​ | ​ | ​ | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (3.9) | ​ |  | (3.9)
Other comprehensive income | ​ | — | ​ | ​ | — | ​ | ​ | ​ | ​ | ​ | — | ​ | ​ | 9.0 | ​ | ​ | — | ​ |  | 9.0
Deferred compensation | ​ | — | ​ | ​ | — | ​ | ​ | ​ | ​ | ​ | (0.1) | ​ | ​ | — | ​ | ​ | 0.1 | ​ | ​ | —
Net loss | ​ | — | ​ | ​ | — | ​ | ​ | ​ | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (14.9) | ​ |  | (14.9)
Balances, September 30, 2024 | ​ | 37.7 | ​ | $ | — | ​ | $ | — | ​ | $ | 180.5 | ​ | $ | 2.1 | ​ | $ | 981.7 | ​ | $ | 1,164.3
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balances, December 31, 2024 | ​ | 37.7 | ​ | $ | — | ​ | $ | (0.9) | ​ | $ | 189.1 | ​ | $ | (11.8) | ​ | $ | 1,026.7 | ​ | $ | 1,203.1
Stock issued from equity plans | ​ | 0.2 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (9.1) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (9.1)
Stock-based compensation | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 11.6 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 11.6
Share repurchases | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.9) | ​ | ​ | (0.9)
Dividends declared ($0.10 per share) | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (3.8) | ​ | ​ | (3.8)
Other comprehensive income | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 4.5 | ​ | ​ | — | ​ | ​ | 4.5
Deferred compensation | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 0.2 | ​ | ​ | 0.2
Common shares issued to deferred compensation plan | ​ | — | ​ | ​ | — | ​ | ​ | (1.7) | ​ | ​ | 1.7 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Net income | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 24.7 | ​ | ​ | 24.7
Balances, March 31, 2025 | ​ | 37.9 | ​ | ​ | — | ​ | ​ | (2.6) | ​ | ​ | 193.3 | ​ | ​ | (7.3) | ​ | ​ | 1,046.9 | ​ | ​ | 1,230.3
Stock issued from equity plans | ​ | 0.1 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1.1 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1.1
Stock-based compensation | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 12.2 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 12.2
Share repurchases | ​ | (0.3) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1.4) | ​ | ​ | — | ​ | ​ | (21.4) | ​ | ​ | (22.8)
Dividends declared ($0.10 per share) | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (3.9) | ​ | ​ | (3.9)
Other comprehensive income | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 16.1 | ​ | ​ | — | ​ | ​ | 16.1
Deferred compensation | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.9) | ​ | ​ | (0.9)
Net income | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 25.2 | ​ | ​ | 25.2
Balances, June 30, 2025 | ​ | 37.7 | ​ | ​ | — | ​ | ​ | (2.6) | ​ | ​ | 205.2 | ​ | ​ | 8.8 | ​ | ​ | 1,045.9 | ​ | ​ | 1,257.3
Stock issued from equity plans | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.3) | ​ | ​ | — | ​ | ​ | — | ​ |  | (0.3)
Stock-based compensation | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 12.3 | ​ | ​ | — | ​ | ​ | — | ​ |  | 12.3
Dividends declared ($0.10 per share) | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (3.9) | ​ |  | (3.9)
Other comprehensive loss | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (3.5) | ​ | ​ | — | ​ |  | (3.5)
Deferred compensation | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.9) | ​ | ​ | (0.9)
Net income | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 46.2 | ​ |  | 46.2
Balances, September 30, 2025 | ​ | 37.7 | ​ | $ | — | ​ | $ | (2.6) | ​ | ​ | 217.2 | ​ | $ | 5.3 | ​ | $ | 1,087.3 | ​ | $ | 1,307.2

​

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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ADVANCED ENERGY INDUSTRIES, INC.

Unaudited Consolidated Statements of Cash Flows

(In millions)

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine Months Ended September 30,
​ |  | 2025 |  | 2024
CASH FLOWS FROM OPERATING ACTIVITIES: |  | ​ |  |  | ​ |
Net income | ​ | $ | 96.1 | ​ | $ | 5.3
Less: loss from discontinued operations, net of income tax | ​ |  | (0.7) | ​ |  | (2.0)
Income from continuing operations, net of income tax | ​ |  | 96.8 | ​ |  | 7.3
Adjustments to reconcile net income to net cash from operating activities: | ​ |  |  | ​ |  |
Depreciation and amortization | ​ |  | 46.8 | ​ |  | 51.8
Stock-based compensation | ​ |  | 41.2 | ​ |  | 34.2
Amortization and write off of debt issuance costs and debt discount | ​ | ​ | 2.4 | ​ | ​ | 3.0
Deferred income taxes | ​ |  | — | ​ |  | 0.3
Impairment charge on long-lived assets | ​ | ​ | 1.8 | ​ | ​ | —
Other | ​ | ​ | (3.7) | ​ | ​ | 1.3
Changes in operating assets and liabilities, net of assets acquired | ​ |  | ​ | ​ |  | ​
Accounts receivable, net | ​ |  | (31.2) | ​ |  | 23.6
Inventories | ​ |  | (35.4) | ​ |  | (41.2)
Other assets | ​ |  | (5.7) | ​ |  | 0.6
Accounts payable | ​ |  | 50.5 | ​ |  | (8.8)
Operating lease right-of-use assets and operating lease liabilities, net | ​ | ​ | 2.5 | ​ | ​ | 1.0
Other liabilities and accrued expenses | ​ |  | (11.4) | ​ |  | (22.7)
Net cash from operating activities from continuing operations | ​ |  | 154.6 | ​ |  | 50.4
Net cash from operating activities from discontinued operations | ​ |  | (1.8) | ​ |  | (2.2)
Net cash from operating activities | ​ |  | 152.8 | ​ |  | 48.2
​ | ​ | ​ | ​ | ​ | ​ | ​
CASH FLOWS FROM INVESTING ACTIVITIES: | ​ |  |  | ​ |  |
Purchases of long-term investments | ​ | ​ | (2.0) | ​ | ​ | (2.7)
Purchases of property and equipment | ​ |  | (69.9) | ​ |  | (44.0)
Acquisitions, net of cash acquired | ​ | ​ | — | ​ | ​ | (13.8)
Net cash from investing activities | ​ |  | (71.9) | ​ |  | (60.5)
​ | ​ | ​ | ​ | ​ | ​ | ​
CASH FLOWS FROM FINANCING ACTIVITIES: | ​ |  |  | ​ |  |
Payment of debt issuance costs | ​ | ​ | (1.9) | ​ | ​ | (0.1)
Dividend payments | ​ | ​ | (11.6) | ​ | ​ | (11.6)
Payments on long-term borrowings | ​ | ​ | — | ​ | ​ | (355.0)
Payment of acquisition holdback | ​ | ​ | (1.5) | ​ | ​ | —
Purchase and retirement of common stock | ​ | ​ | (23.7) | ​ | ​ | (1.8)
Net payments related to stock-based awards | ​ |  | (8.3) | ​ |  | (6.0)
Net cash from financing activities | ​ |  | (47.0) | ​ |  | (374.5)
​ | ​ | ​ | ​ | ​ | ​ | ​
EFFECT OF CURRENCY TRANSLATION ON CASH AND CASH EQUIVALENTS | ​ |  | 2.6 | ​ |  | (0.4)
​ | ​ | ​ | ​ | ​ | ​ | ​
NET CHANGE IN CASH AND CASH EQUIVALENTS | ​ |  | 36.5 | ​ |  | (387.2)
CASH AND CASH EQUIVALENTS, beginning of period | ​ |  | 722.1 | ​ |  | 1,044.6
CASH AND CASH EQUIVALENTS, end of period | ​ | $ | 758.6 | ​ | $ | 657.4

​

The accompanying notes are an integral part of these unaudited consolidated financial statements.

​

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Advanced Energy Industries, Inc., a Delaware corporation, and its consolidated subsidiaries (“we,” “us,” “our,” or “Advanced Energy”) provides highly engineered, critical, precision power conversion, measurement, and control solutions to our global customers. We design, manufacture, sell, and support precision power products that transform, refine, and modify the raw electrical power coming from either the utility or the building facility and convert it into various types of highly controllable, usable power that is predictable, repeatable, and customizable to meet the necessary requirements for powering a wide range of complex equipment. Many of our products enable customers to reduce or optimize their energy consumption through increased power conversion efficiency, power density, power coupling, and process control across a wide range of applications.

In management’s opinion, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of normal, recurring adjustments, necessary to present fairly Advanced Energy’s financial position as of September 30, 2025, and the results of our operations and cash flows for the three and nine months ended September 30, 2025 and 2024.

The unaudited consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2024 and other financial information filed with the SEC.

During 2025, we changed the presentation of our financial statements and accompanying footnote disclosures from thousands to millions. The change did not materially impact previously reported financial information; however, certain prior period amounts have insignificant differences due to rounding.

Use of Estimates in the Preparation of the Consolidated Financial Statements

The preparation of our consolidated financial statements in conformity with U.S. GAAP requires us to make estimates, assumptions, and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The significant estimates, assumptions, and judgments include, but are not limited to, excess and obsolete inventory, income taxes and other provisions, and acquisitions and asset valuations.

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Significant Accounting Policies

Our accounting policies are described in Note 1. Summary of Operations and Significant Accounting Policies and Estimates to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024.

New Accounting Standards

From time to time, the Financial Accounting Standards Board (“FASB”) or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an Accounting Standards Update (“ASU”). Unless otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, will not have a material impact on the consolidated financial statements upon adoption.

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

New Accounting Standards Issued But Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional disclosure on income taxes paid. This guidance will be effective for us in our Annual Report on Form 10-K for the year ending December 31, 2025. We do not expect the above guidance to materially impact our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This guidance will be effective for us on January 1, 2027. We do not expect the above guidance to materially impact our consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” ASU 2025-05 permits the use of certain estimates and assumptions in developing forecasts used for determining expected credit losses on accounts receivable. This guidance will be effective for us on January 1, 2026. We do not expect the above guidance to materially impact our consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06 “Intangibles – Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” ASU 2025-06 eliminates the consideration of project development stages in determining whether a cost is eligible for capitalization. Instead, cost capitalization will be based on a “probable to complete” threshold. This guidance will be effective for us on January 1, 2028. We are evaluating the impact, if any, that the adoption of ASU 2025-06 may have on our consolidated financial statements.

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​

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NOTE 2. REVENUE

Disaggregation of revenue

The following tables present additional information regarding our revenue:

Revenue by Market

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, | ​ | Nine Months Ended September 30, | ​
​ |  | 2025 | ​ | 2024 |  | 2025 |  | 2024 |
​ | ​ | (in millions) | ​
Semiconductor Equipment | ​ | $ | 196.6 | ​ | $ | 197.5 | ​ | $ | 628.3 | ​ | $ | 565.7 | ​
Industrial and Medical | ​ |  | 71.2 | ​ |  | 76.9 | ​ |  | 204.1 | ​ |  | 239.4 | ​
Data Center Computing | ​ | ​ | 171.6 | ​ | ​ | 80.6 | ​ | ​ | 409.4 | ​ | ​ | 195.5 | ​
Telecom and Networking | ​ | ​ | 23.9 | ​ | ​ | 19.2 | ​ | ​ | 67.6 | ​ | ​ | 66.0 | ​
Total | ​ | $ | 463.3 | ​ | $ | 374.2 | ​ | $ | 1,309.4 | ​ | $ | 1,066.6 | ​

​

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Revenue by Significant Countries

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, | ​ | ​ | Nine Months Ended September 30, | ​ | ​
​ |  | 2025 | ​ |  | 2024 | ​ |  | 2025 |  |  | 2024 | ​ |
​ | ​ | (in millions) | ​
United States | ​ | $ | 113.9 |  | 24.6 | % |  | $ | 134.6 |  | 36.0 | % |  | $ | 399.8 |  | 30.5 | % |  | $ | 371.9 |  | 34.9 | % | ​
Mexico | ​ | ​ | 72.4 | ​ | 15.6 | ​ | ​ | ​ | 41.0 | ​ | 11.0 | ​ | ​ | ​ | 155.2 | ​ | 11.9 | ​ | ​ | ​ | 109.8 | ​ | 10.3 | ​ | ​
Taiwan | ​ | ​ | 37.1 | ​ | 8.0 | ​ | ​ | ​ | 41.0 | ​ | 11.0 | ​ | ​ | ​ | 94.6 | ​ | 7.2 | ​ | ​ | ​ | 119.6 | ​ | 11.2 | ​ | ​
Japan | ​ | ​ | 71.1 | ​ | 15.3 | ​ | ​ | ​ | 11.9 | ​ | 3.2 | ​ | ​ | ​ | 167.0 | ​ | 12.8 | ​ | ​ | ​ | 36.9 | ​ | 3.4 | ​ | ​
All others | ​ | ​ | 168.8 | ​ | 36.5 | ​ | ​ | ​ | 145.7 | ​ | 38.8 | ​ | ​ | ​ | 492.8 | ​ | 37.6 | ​ | ​ | ​ | 428.4 | ​ | 40.2 | ​ | ​
Total | ​ | $ | 463.3 | ​ | 100.0 | % | ​ | $ | 374.2 | ​ | 100.0 | % | ​ | $ | 1,309.4 | ​ | 100.0 | % | ​ | $ | 1,066.6 | ​ | 100.0 | % | ​

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We attribute revenue to individual countries based on the customer’s ship to location. Excluding the specific countries listed above, no individual country exceeded 10% of our total consolidated revenues during the periods presented.

Revenue by Category

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, | ​ | Nine Months Ended September 30, | ​
​ |  | 2025 | ​ | 2024 |  | 2025 |  | 2024 |
​ | ​ | (in millions) | ​
Product | ​ | $ | 415.7 | ​ | $ | 332.6 | ​ | $ | 1,172.0 | ​ | $ | 944.2 | ​
Services and other | ​ | ​ | 47.6 |  | ​ | 41.6 | ​ | ​ | 137.4 |  | ​ | 122.4 | ​
Total | ​ | $ | 463.3 |  | $ | 374.2 | ​ | $ | 1,309.4 |  | $ | 1,066.6 | ​

​

Other revenue includes certain spare parts and products sold by our service group.

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NOTE 3. INCOME TAX

The following table summarizes tax provision (benefit) and the effective tax rate for our income (loss) from continuing operations:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, | ​ | Nine Months Ended September 30, | ​
​ |  | 2025 |  | 2024 |  | 2025 |  | 2024 | ​
​ | ​ | (in millions) | ​
Income (loss) from continuing operations, before income tax | ​ | $ | 52.3 | ​ | $ | (14.5) | ​ | $ | 111.5 | ​ | $ | 11.9 | ​
Income tax provision (benefit) | ​ | $ | 5.9 | ​ | $ | (0.4) | ​ | $ | 14.7 | ​ | $ | 4.6 | ​
Effective tax rate | ​ | ​ | 11.3 | % | ​ | 2.8 | % | ​ | 13.2 | % | ​ | 38.7 | %

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Our effective tax rates differ from the U.S. federal statutory rate of 21% primarily due to the benefit of earnings in foreign jurisdictions which are subject to lower tax rates, as well as tax credits, partially offset by net U.S. tax on foreign operations and the net effect of Pillar II top-up taxes. The effective tax rate for the three months ended September 30, 2025 was higher compared to the same period in 2024, primarily due to the absence of restructuring charges that were recorded in the prior-year period related to our Zhongshan, China factory closure resulting in an income tax benefit. The current quarter also included a net benefit from discrete tax items, consisting of a partial release of a valuation allowance, partially offset by the impact of tax law changes and other discrete adjustments.

For the nine months ended September 30, 2025, the effective tax rate was lower than the same period in 2024, primarily due to the absence of restructuring charges that impacted the prior-year results.

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

As of September 30, 2025, certain countries in which the Company operates have implemented or are in the process of implementing the Pillar II minimum global effective tax rate regime as put forth by the Organization for Economic Cooperation and Development (“OECD”). As countries continue to make revisions to their legislation and release additional guidance with respect to the global minimum tax, we continue to determine any potential impact in the countries in which we operate. The impact of these changes may have a material impact on our cash tax expense and tax rate.

On July 4, 2025, the One Big Beautiful Bill (“OBBB”) Act, which includes a broad range of elective tax law items available in 2025 and prescribed tax law changes in 2026, was signed into law in the United States. The Company has reflected the impact of the OBBB’s elective tax law items in its financial statements for period ending September 30, 2025.

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NOTE 4. STOCKHOLDERS’ EQUITY AND EARNINGS PER SHARE

Accumulated Other Comprehensive Income (Loss)

The following table summarizes the components of, and changes in, accumulated other comprehensive income
(loss), net of income taxes.

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | Foreign Currency Translation |  | ​ | Change in Fair Value of Cash Flow Hedges |  | ​ | Defined Employee Benefit Plan |  | ​ | Total
​ | ​ | (in millions)
Balance at December 31, 2023 | ​ | $ | (10.8) | ​ | $ | 5.5 | ​ | $ | 11.4 | ​ | $ | 6.1
Other comprehensive income (loss) prior to reclassifications | ​ | ​ | (6.6) | ​ | ​ | 1.4 | ​ | ​ | — | ​ | ​ | (5.2)
Amounts reclassified from accumulated other comprehensive income (loss) | ​ | ​ | — | ​ | ​ | (2.8) | ​ | ​ | — | ​ | ​ | (2.8)
Balance at March 31, 2024 | ​ | ​ | (17.4) | ​ | ​ | 4.1 | ​ | ​ | 11.4 | ​ | ​ | (1.9)
Other comprehensive income (loss) prior to reclassifications | ​ | ​ | (2.6) | ​ | ​ | 0.4 | ​ | ​ | — | ​ | ​ | (2.2)
Amounts reclassified from accumulated other comprehensive income (loss) | ​ | ​ | — | ​ | ​ | (2.8) | ​ | ​ | — | ​ | ​ | (2.8)
Balance at June 30, 2024 | ​ | $ | (20.0) | ​ | $ | 1.7 | ​ | $ | 11.4 | ​ | $ | (6.9)
Other comprehensive income (loss) prior to reclassifications | ​ | ​ | 10.8 | ​ | ​ | 0.4 | ​ | ​ | (2.2) | ​ | ​ | 9.0
Amounts reclassified from accumulated other comprehensive income (loss) | ​ | ​ | 1.6 | ​ | ​ | (2.1) | ​ | ​ | 0.5 | ​ | ​ | —
Balance at September 30, 2024 | ​ | $ | (7.6) | ​ | $ | — | ​ | $ | 9.7 | ​ | $ | 2.1

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | Foreign Currency Translation |  | ​ | Change in Fair Value of Cash Flow Hedges |  | ​ | Defined Employee Benefit Plan |  | ​ | Total
​ | ​ | (in millions)
Balance at December 31, 2024 | ​ | $ | (22.3) | ​ | $ | — | ​ | $ | 10.5 | ​ | $ | (11.8)
Other comprehensive income (loss) prior to reclassifications | ​ | ​ | 4.5 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 4.5
Amounts reclassified from accumulated other comprehensive income (loss) | ​ | ​ | 0.1 | ​ | ​ | — | ​ | ​ | (0.1) | ​ | ​ | —
Balance at March 31, 2025 | ​ | ​ | (17.7) | ​ | ​ | — | ​ | ​ | 10.4 | ​ | ​ | (7.3)
Other comprehensive income (loss) prior to reclassifications | ​ | ​ | 16.2 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 16.2
Amounts reclassified from accumulated other comprehensive income (loss) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.1) | ​ | ​ | (0.1)
Balance at June 30, 2025 | ​ | $ | (1.5) | ​ | $ | — | ​ | $ | 10.3 | ​ | $ | 8.8
Other comprehensive income (loss) prior to reclassifications | ​ | ​ | (3.4) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (3.4)
Amounts reclassified from accumulated other comprehensive income (loss) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.1) | ​ | ​ | (0.1)
Balance at September 30, 2025 | ​ | $ | (4.9) | ​ | $ | — | ​ | $ | 10.2 | ​ | $ | 5.3

​

Amounts reclassified from accumulated other comprehensive income (loss) to the specific caption within the
Consolidated Statements of Operations were as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Three Months Ended September 30, |  | Nine Months Ended September 30, |  | ​ | To Caption on Consolidated
​ | 2025 | ​ | 2024 | ​ | 2025 |  | 2024 | ​ |  | Statements of Operations
​ | (in millions) | ​ | ​ | ​
Foreign currency translation | $ | — | ​ | $ | (1.6) | ​ | $ | (0.1) | ​ | $ | (1.6) | ​ | ​ | Other income (expense), net
Cash flow hedges | ​ | — | ​ | ​ | 2.1 | ​ | ​ | — | ​ | ​ | 7.7 | ​ | ​ | Interest expense
Defined employee benefit plan | ​ | 0.1 | ​ | ​ | (0.5) | ​ | ​ | 0.3 | ​ | ​ | (0.5) | ​ | ​ | Other income (expense), net
Total reclassifications | $ | 0.1 | ​ | $ | — | ​ | $ | 0.2 | ​ | $ | 5.6 | ​ | ​ | ​

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Earnings Per Share

The following table summarizes our earnings per share (“EPS”):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, | ​ | Nine Months Ended September 30, | ​
​ |  | 2025 |  | 2024 |  | 2025 |  | 2024 |
​ | ​ | (in millions, except per share amounts) | ​
Income (loss) from continuing operations | ​ | $ | 46.4 | ​ | $ | (14.1) | ​ | $ | 96.8 | ​ | $ | 7.3 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic weighted-average common shares outstanding | ​ |  | 37.6 | ​ |  | 37.5 | ​ |  | 37.6 | ​ |  | 37.5 | ​
Dilutive effect of convertible notes | ​ | ​ | 0.4 | ​ | ​ | — | ​ | ​ | 0.1 | ​ | ​ | — | ​
Dilutive effect of stock awards | ​ |  | 0.5 | ​ |  | — | ​ |  | 0.4 | ​ |  | 0.3 | ​
Diluted weighted-average common shares outstanding | ​ |  | 38.5 | ​ |  | 37.5 | ​ |  | 38.1 | ​ |  | 37.8 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
EPS from continuing operations | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​
Basic EPS | ​ | $ | 1.23 | ​ | $ | (0.38) | ​ | $ | 2.57 | ​ | $ | 0.19 | ​
Diluted EPS | ​ | $ | 1.21 | ​ | $ | (0.38) | ​ | $ | 2.54 | ​ | $ | 0.19 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Anti-dilutive shares not included above | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Stock awards | ​ | ​ | — | ​ | ​ | 0.4 | ​ | ​ | — | ​ | ​ | — | ​
Warrants | ​ | ​ | 0.8 | ​ | ​ | 3.0 | ​ | ​ | 1.8 | ​ | ​ | 3.2 | ​

​

We compute basic earnings per share of common stock (“Basic EPS”) by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period.

​

See Note 18. Long-Term Debt in our Annual Report on Form 10-K for the year ended December 31, 2024 for information regarding our Convertible Notes, Note Hedges, and Warrants. For diluted earnings per share of common stock (“Diluted EPS”), we increase the weighted-average number of common shares outstanding during the period, as needed, to include the following:

| ● | Additional common shares that would have been outstanding if our outstanding stock awards had been converted to common shares using the treasury stock method. We exclude any stock awards that have an anti-dilutive effect;

| ● | Dilutive impact associated with the Convertible Notes using the if-converted method. The Convertible Notes are repayable in cash up to par value and in cash or shares of common stock for the excess over par value. When the stock price is lower than the strike price, there is no dilutive or anti-dilutive impact. When the stock price is higher than the initial strike price, there is a dilutive impact associated with the Convertible Notes. Prior to conversion, we do not consider the Note Hedges for purposes of Diluted EPS as their effect would be anti-dilutive. Upon conversion, we expect the Note Hedges to offset the dilutive effect of the Convertible Notes when the stock price is above $137.46 but below $179.76; and

| ● | Dilutive effect of the Warrants issued concurrently with the Convertible Notes using the treasury stock method. For all periods presented, the Warrants did not increase the weighted-average number of common shares outstanding because the $179.76 exercise price of the Warrants exceeded the average market price of our common stock.

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Share Repurchases

To repurchase shares of our common stock, we periodically enter into share repurchase agreements. The following table summarizes these repurchases:

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, | ​ | Nine Months Ended September 30, | ​
​ |  | 2025 |  | 2024 |  | 2025 |  | 2024 |
​ | ​ | (in millions, except per share amounts) | ​
Amount paid or accrued to repurchase shares | ​ | $ | — | ​ | $ | 1.8 | ​ | $ | 23.7 | ​ | $ | 1.8 | ​
Number of shares repurchased | ​ |  | — | ​ |  | — | ​ |  | 0.3 | ​ |  | — | ​
Average repurchase price per share | ​ | $ | — | ​ | $ | 93.58 | ​ | $ | 84.19 | ​ | $ | 93.58 | ​

​

There were no share repurchases during the three months ended September 30, 2025. As of September 30, 2025, the remaining amount authorized by the Board of Directors (“our Board” or “the Board”) for future share repurchases was $173.4 million with no time limitation.

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NOTE 5. FAIR VALUE MEASUREMENTS

The following tables present information about our non-pension assets and liabilities measured at fair value on a recurring basis. We classify all items below within level 2 of the fair value hierarchy.

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | September 30, | ​ | December 31,
​ |  | ​ |  | 2025 |  | 2024
Description | ​ | Balance Sheet Classification | ​ | (in millions)
Certificates of deposit | ​ | Other current assets | ​ | $ | 0.2 | ​ | $ | 0.2
Foreign currency forward contracts | ​ | Other accrued expenses | ​ | $ | — | ​ | $ | 0.3
Investments | ​ | Other assets | ​ | $ | 13.0 | ​ | $ | 9.9
Deferred compensation liabilities | ​ | Other long-term liabilities | ​ | $ | 11.6 | ​ | $ | 10.1

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​

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NOTE 6. DERIVATIVE FINANCIAL INSTRUMENTS

Changes in foreign currency exchange rates impact our results of operations and cash flows. We may manage these risks through the use of derivative financial instruments, primarily forward contracts with banks. These forward contracts manage the exchange rate risk associated with assets and liabilities denominated in nonfunctional currencies. Typically, we execute these derivative instruments for one-month periods and do not designate them as hedges for accounting purposes; however, they do partially offset the economic fluctuations of certain of our assets and liabilities due to foreign exchange rate changes. The gains and losses related to these foreign currency exchange contracts are intended to offset the corresponding gains and losses on the revaluation of the underlying assets and liabilities. Both are included as a component of other income (expense), net in our Consolidated Statements of Operations.

As of September 30, 2025 and December 31, 2024, we had $79.7 million and $70.6 million, respectively, of foreign currency forward contracts outstanding.

See Note 5. Fair Value Measurements for information regarding fair value of derivative instruments.

As a result of using derivative financial instruments, we are exposed to the risk that counterparties to contracts could fail to meet their contractual obligations. We manage this credit risk by reviewing counterparty creditworthiness on a regular basis and limiting exposure to any single counterparty.

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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NOTE 7. ACCOUNTS RECEIVABLE, NET

We record accounts receivable at net realizable value. Our accounts receivable, net balance on the Consolidated Balance Sheets was $299.5 million as of September 30, 2025. The following table summarizes the changes in expected credit losses related to receivables:

​

​ | ​ | ​ | ​
​ | ​ | (in millions)
December 31, 2024 |  | $ | 0.9
Additions | ​ |  | —
Deductions - write-offs and other adjustments | ​ | ​ | (0.3)
September 30, 2025 | ​ | $ | 0.6

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NOTE 8. INVENTORIES

We value inventories at the lower of cost or net realizable value, computed on a first-in, first-out basis. Components of inventories were as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | December 31, | ​
​ |  | 2025 |  | 2024 | ​
​ | ​ | (in millions) | ​
Parts and raw materials | ​ | $ | 313.9 | ​ | $ | 255.1 | ​
Work in process | ​ |  | 24.9 | ​ |  | 20.6 | ​
Finished goods | ​ |  | 60.9 | ​ |  | 84.7 | ​
Total | ​ | $ | 399.7 | ​ | $ | 360.4 | ​

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 9. INTANGIBLE ASSETS AND GOODWILL

Intangible assets consisted of the following:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, 2025
​ |  | Gross Carrying |  | Accumulated |  | Net Carrying |  | Weighted Average Remaining
​ | ​ | Amount | ​ | Amortization | ​ | Amount |  | Useful Life (in years)
​ | ​ | (in millions) | ​ | ​
Technology | ​ | $ | 101.7 | ​ | $ | (76.6) | ​ | $ | 25.1 | ​ | 6.6
Customer relationships | ​ |  | 171.3 | ​ | ​ | (82.9) | ​ |  | 88.4 | ​ | 7.9
Trademarks and other | ​ |  | 27.3 | ​ | ​ | (17.7) | ​ |  | 9.6 | ​ | 3.9
Total | ​ | $ | 300.3 | ​ | $ | (177.2) | ​ | $ | 123.1 | ​ | 7.3
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2024
​ |  | Gross Carrying |  | Accumulated |  | Net Carrying | ​ | Weighted Average Remaining
​ | ​ | Amount | ​ | Amortization | ​ | Amount | ​ | Useful Life (in years)
​ | ​ | (in millions) | ​ | ​
Technology | ​ | $ | 99.9 | ​ | $ | (70.0) | ​ | $ | 29.9 | ​ | 7.0
Customer relationships | ​ |  | 168.9 | ​ | ​ | (70.9) | ​ |  | 98.0 | ​ | 8.5
Trademarks and other | ​ |  | 27.1 | ​ | ​ | (15.6) | ​ |  | 11.5 | ​ | 4.6
Total | ​ | $ | 295.9 | ​ | $ | (156.5) | ​ | $ | 139.4 | ​ | 7.9

​

Amortization expense related to intangible assets is as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, | ​ | Nine Months Ended September 30, | ​
​ |  | 2025 |  | 2024 |  | 2025 |  | 2024 | ​
​ | ​ | (in millions) | ​
Amortization expense | ​ | $ | 5.6 | ​ | $ | 6.8 | ​ | $ | 16.7 | ​ | $ | 20.5 | ​

​

Estimated future amortization expense related to intangibles is as follows:

​

​ | ​ | ​ | ​
Year Ending December 31, |  | ​ | (in millions)
2025 (remaining) | ​ | $ | 5.5
2026 | ​ |  | 20.1
2027 | ​ |  | 17.8
2028 | ​ |  | 16.6
2029 | ​ | ​ | 15.0
Thereafter | ​ |  | 48.1
Total | ​ | $ | 123.1

​

​

​

​

​

The following table summarizes the changes in goodwill:

​

​ | ​ | ​ | ​
​ | ​ | (in millions)
December 31, 2024 | ​ | $ | 296.0
Foreign currency translation and other | ​ | ​ | 4.7
September 30, 2025 |  | $ | 300.7

​

​

​

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 10. RESTRUCTURING, ASSET IMPAIRMENTS, AND OTHER CHARGES

Details of restructuring, asset impairments, and other charges are as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, | ​ | Nine Months Ended September 30, | ​
​ | ​ | 2025 | ​ | 2024 |  | 2025 | ​ | 2024 | ​
​ | ​ | (in millions) | ​
Restructuring |  | $ | — | ​ | $ | 27.7 | ​ | $ | 4.6 | ​ | $ | 27.8 | ​
Asset impairments | ​ | ​ | 0.2 | ​ | ​ | — | ​ | ​ | 1.8 | ​ | ​ | — | ​
Other charges | ​ | ​ | 0.5 | ​ | ​ | 0.8 | ​ | ​ | 2.5 | ​ | ​ | 1.5 | ​
Total restructuring, asset impairments, and other charges | ​ | $ | 0.7 |  | $ | 28.5 |  | $ | 8.9 |  | $ | 29.3 | ​

​

Restructuring

We have the following restructuring plans in process. The amounts incurred as a result of the approved actions are estimates, and actual results may differ, which could result in incremental restructuring charges in future periods.

2025 Plan

During the second quarter of 2025, we approved actions related to consolidating our research and development, sales, and administrative functions in connection with our manufacturing and footprint consolidation (the “2025 Plan”). We expect these actions to be substantially complete during 2027 and do not expect to incur significant additional charges.

2024 Plan

In 2024, we approved actions in furtherance of our manufacturing consolidation initiatives intended to optimize our manufacturing footprint and cost structure, including the closure of our Zhongshan, China manufacturing facility (the “2024 Plan”). Manufacturing operations in Zhongshan ceased during the second quarter of 2025. Final closure activities are in progress and expected to conclude in 2026. We do not expect to incur significant additional charges.

2023 Plan

In 2023, we approved a plan intended to optimize and further consolidate our manufacturing operations and functional support groups as well as a general reduction-in-force to align our expenses to revenue levels (the “2023 Plan”). We expect final activities to conclude in the first quarter of 2027 and do not expect to incur significant additional charges.

Changes in restructuring liabilities were as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2025 Plan |  | 2024 Plan |  | 2023 Plan |  | Total
​ | ​ | (in millions)
December 31, 2024 | ​ | $ | — | ​ | $ | 25.0 | ​ | $ | 5.0 | ​ | $ | 30.0
Severance costs incurred and charged to expense | ​ | ​ | 2.9 | ​ | ​ | 1.1 | ​ | ​ | 0.6 | ​ | ​ | 4.6
Costs paid | ​ | ​ | (0.1) | ​ | ​ | (17.3) | ​ | ​ | (2.0) | ​ | ​ | (19.4)
Foreign currency translation | ​ | ​ | — | ​ | ​ | (0.1) | ​ | ​ | (0.1) | ​ | ​ | (0.2)
September 30, 2025 | ​ | $ | 2.8 | ​ | $ | 8.7 | ​ | $ | 3.5 | ​ | $ | 15.0

​

The above restructuring liability of $15.0 million is comprised of $9.2 million in other accrued expenses and $5.8 million in other long-term liabilities on our Consolidated Balance Sheets.

​

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Cumulative Cost Through
​ | ​ | September 30, 2025
​ |  | 2025 Plan |  | 2024 Plan |  | 2023 Plan |  | Total
​ | ​ | (in millions)
Severance and related charges |  | $ | 2.9 | ​ | $ | 30.7 | ​ | $ | 16.0 | ​ | $ | 49.6
Facility relocation and closure charges | ​ | ​ | — | ​ | ​ | 0.1 | ​ | ​ | — | ​ | ​ | 0.1
Total restructuring charges | ​ | $ | 2.9 | ​ | $ | 30.8 | ​ | $ | 16.0 | ​ | $ | 49.7

​

Asset Impairments

During 2025, we recorded $1.8 million of impairment charges in connection with vacating facilities.

Other Charges

Other charges relate to vacating and relocating facilities as well as certain personnel transition costs not associated with our restructuring programs.

​

​

​

NOTE 11. WARRANTIES

Our sales agreements include customary product warranty provisions, which generally range from 12 to 36 months after shipment. We record the estimated warranty obligations cost when we recognize revenue. This estimate is based on historical experience by product and configuration.

Our estimated warranty obligation is included in other accrued expenses in our Consolidated Balance Sheets. Changes in our product warranty obligation were as follows:

​

​ | ​ | ​ | ​
​ | ​ | (in millions)
December 31, 2024 | ​ | $ | 5.7
Net increases to accruals | ​ |  | 2.9
Warranty expenditures | ​ |  | (1.7)
September 30, 2025 | ​ | $ | 6.9

​

​

​

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12. LEASES

Components of total operating lease cost were as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, | ​ | Nine Months Ended September 30, | ​
​ |  | 2025 |  | 2024 |  | 2025 |  | 2024 | ​
​ | ​ | (in millions) | ​
Operating lease cost | ​ | $ | 6.5 | ​ | $ | 5.9 | ​ | $ | 19.4 | ​ | $ | 17.6 | ​
Short-term and variable lease cost | ​ | ​ | 1.6 | ​ | ​ | 0.9 | ​ | ​ | 4.7 | ​ | ​ | 2.5 | ​
Total operating lease cost | ​ | $ | 8.1 | ​ | $ | 6.8 | ​ | $ | 24.1 | ​ | $ | 20.1 | ​

​

Estimated future payments on our operating lease liabilities are as follows:

​

​ | ​ | ​ | ​
Year Ending December 31, |  | ​ | (in millions)
2025 (remaining) | ​ | $ | 6.8
2026 | ​ |  | 22.6
2027 | ​ |  | 19.3
2028 | ​ | ​ | 19.0
2029 | ​ | ​ | 15.9
Thereafter | ​ | ​ | 68.5
Total lease payments | ​ | ​ | 152.1
Less: Interest | ​ | ​ | (36.2)
Present value of lease liabilities | ​ | $ | 115.9

​

In addition to the above, we have a lease agreement with total payments of $6.4 million that commences in the first quarter of 2026 and expires in 2035.

The following tables present additional information about our lease agreements:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | ​ | December 31, | ​
​ |  | 2025 |  |  | 2024 | ​
Weighted average remaining lease term (in years) | ​ | ​ | 8.3 | ​ | ​ | ​ | 8.4 | ​
Weighted average discount rate | ​ |  | 6.3 | % | ​ | ​ | 6.1 | %

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Three Months Ended September 30, | ​ | Nine Months Ended September 30, | ​
​ | 2025 |  | 2024 |  | 2025 |  | 2024 |
​ | (in millions) | ​
Cash paid for operating leases | $ | 6.8 | ​ | $ | 5.9 | ​ | $ | 19.8 | ​ | $ | 17.5 | ​
Right-of-use assets obtained in exchange for operating lease liabilities | $ | — | ​ | $ | 7.4 | ​ | $ | 19.4 | ​ | $ | 25.8 | ​

​

​

​

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13. STOCK-BASED COMPENSATION

The Compensation Committee of our Board administers our stock plans. As of September 30, 2025, we have two active stock-based incentive compensation plans: the Amended and Restated 2023 Omnibus Incentive Plan (the “2023 Incentive Plan”) and the Employee Stock Purchase Plan (“ESPP”). We issue all new equity compensation grants under the 2023 Incentive Plan. Outstanding awards previously issued under inactive plans will continue to vest and remain exercisable in accordance with the terms of the respective plans. We do not have material outstanding stock option awards.

The 2023 Incentive Plan provides for the grant of awards including stock options, stock appreciation rights, performance stock units, performance units, stock, restricted stock, restricted stock units, and cash incentive awards.

The following table summarizes information related to our stock-based incentive compensation plans:

​

​ | ​ | ​
​ | ​ | September 30, 2025
​ | ​ | (in millions)
Shares available for future issuance under the 2023 Incentive Plan | ​ | 1.4
Shares available for future issuance under the ESPP | ​ | 0.5

​

Stock-Based Compensation Expense

We recognize stock-based compensation expense based on the fair value of the awards issued and the functional area of the employee receiving the award. During the three and nine months ended September 30, 2025, stock-based compensation expense included $0.9 million and $2.8 million, respectively, related to the acquisition of Airity Technologies, Inc. in June 2024 (the “Airity Acquisition”). Stock-based compensation was as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, | ​ | Nine Months Ended September 30, | ​
​ |  | 2025 |  | 2024 |  | 2025 |  | 2024 |
​ | ​ | (in millions) | ​
Stock-based compensation expense | ​ | $ | 14.6 | ​ | $ | 11.9 | ​ | $ | 41.2 | ​ | $ | 34.2 | ​

​

Restricted Stock Units

Generally, we grant restricted stock units (“RSUs”) with a three-year time-based vesting schedule. Certain RSUs contain performance-based or market-based vesting conditions in addition to the time-based vesting requirements. RSUs are generally granted with a grant date fair value based on the market price of our stock on the date of grant.

​

Changes in our RSUs were as follows:

​

​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine Months Ended September 30, 2025
​ |  | ​ |  | Weighted-
​ | ​ | ​ | ​ | Average
​ | ​ | Number of | ​ | Grant Date
​ | ​ | RSUs | ​ | Fair Value
​ | ​ | (in millions) | ​ | ​
RSUs outstanding at beginning of period |  | 1.0 | ​ | $ | 95.05
RSUs granted |  | 0.5 | ​ | $ | 118.98
RSUs vested |  | (0.4) | ​ | $ | 87.20
RSUs forfeited |  | (0.1) | ​ | $ | 84.00
RSUs outstanding at end of period |  | 1.0 | ​ | $ | 110.89

​

​

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

​

NOTE 14. COMMITMENTS AND CONTINGENCIES

We are involved in disputes and legal actions arising in the normal course of our business. While we currently believe that the amount of any ultimate loss would not be material to our financial position, the outcome of these actions is inherently difficult to predict. In the event of an adverse outcome, the ultimate loss could have a material adverse effect on our financial position or reported results of operations. An unfavorable decision in intellectual property litigation also could require material changes in production processes and products or result in our inability to ship products or components found to have violated third party intellectual property rights. We accrue loss contingencies in connection with our commitments and contingencies, including litigation, when it is probable that a loss has occurred, and the amount of such loss can be reasonably estimated. We are not currently a party to any legal action that we believe would have a material adverse impact on our business, financial condition, results of operations or cash flows.

​

NOTE 15. LONG-TERM DEBT

Long-term debt on our Consolidated Balance Sheets consists of the following:

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | December 31,
​ |  | 2025 |  | 2024
​ | ​ | (in millions)
Convertible Notes due 2028, 2.5% interest | ​ | $ | 575.0 | ​ | $ | 575.0
Less: debt discount | ​ | ​ | (8.2) | ​ | ​ | (10.3)
Net long-term debt | ​ | $ | 566.8 | ​ | $ | 564.7

​

For all periods presented, we were in compliance with the covenants under all debt agreements.

The following table summarizes interest expense related to our debt:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, | ​ | Nine Months Ended September 30, | ​
​ |  | 2025 |  | 2024 |  | 2025 |  | 2024 | ​
​ | ​ | (in millions) | ​
Interest expense | ​ | $ | 3.4 | ​ | $ | 5.6 | ​ | $ | 10.3 | ​ | $ | 18.0 | ​
Amortization of debt issuance costs | ​ | ​ | 0.8 | ​ | ​ | 0.8 | ​ | ​ | 2.3 | ​ | ​ | 2.5 | ​
Total interest expense related to debt | ​ | $ | 4.2 | ​ | $ | 6.4 | ​ | $ | 12.6 | ​ | $ | 20.5 | ​

​

Credit Agreement

On May 8, 2025, we terminated our prior credit agreement, dated as of September 10, 2019 (and subsequently amended) and entered into a new credit agreement (the “Credit Agreement”) consisting of a senior unsecured term loan facility (“Term Loan Facility”) and a senior unsecured revolving facility (“Revolving Facility”), both maturing on May 8, 2030. The maturity date may be accelerated to the date that is 91 days prior to the maturity date of our 2.50% convertible senior notes due September 15, 2028 (the “Convertible Notes”), if the sum of our consolidated cash and cash equivalents plus the undrawn balance on the Revolving Facility is less than 120% of the redemption amount of the Convertible Notes.

The financing terms of the new Credit Agreement are substantially the same as the terms of the prior credit agreement. As part of the new credit facility, HSBC Bank USA, N.A. (“HSBC”) was appointed as the administrative agent for the lender group.

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ADVANCED ENERGY INDUSTRIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

In connection with the Credit Agreement, we paid $1.9 million in lender and professional fees, which were capitalized and will be amortized over the term of the Credit Agreement.

​

At the time of termination, no borrowings were outstanding under the prior credit agreement, and there have been no borrowings under the Credit Agreement to date. As of September 30, 2025, we had $600.0 million available on the Revolving Facility.

In addition to our available capacity on the Revolving Facility, prior to the maturity date of the Credit Agreement, we may request an increase to the financing commitments in either the Term Loan Facility or Revolving Facility by an aggregate amount not to exceed $250.0 million. Any requested increase is subject to lender approval.

​

Should we have future borrowings under the Term Loan Facility or Revolving Facility, they will bear interest, at our option, at a rate based on the Base Rate or SOFR, as defined in the Credit Agreement, plus an applicable margin.

Convertible Senior Notes due 2028

On September 12, 2023, we completed a private, unregistered offering of $575.0 million aggregate principal amount of 2.50% convertible senior notes due 2028.

The Convertible Notes outstanding balance continues to be classified as long-term debt as none of the conversion triggers occurred. The redemption price is 100% of the principal amount plus accrued and unpaid interest.

The Convertible Notes mature on September 15, 2028, unless earlier repurchased, redeemed, or converted. Interest is payable semi-annually in arrears in March and September. We do not maintain a sinking fund.

Concurrent with the Convertible Notes issuance, we entered into hedges (“Note Hedges”) with respect to our common stock and sold warrants to purchase our common stock (“Warrants”). In combination, the Note Hedges and Warrants synthetically increase the initial conversion price on the Convertible Notes from $137.46 to $179.76, reducing the potential dilutive effect.

We use level 2 measurements to estimate the fair value of our debt. As of September 30, 2025, we estimate the fair value of our Convertible Notes to be $787.6 million.

​

NOTE 16. SUPPLEMENTAL CASH FLOW INFORMATION AND OTHER DISCLOSURES

Certain of our cash and non-cash activities were as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine Months Ended September 30, | ​
​ | ​ | 2025 |  | 2024 | ​
​ | ​ | (in millions) | ​
Non-cash investing activities: | ​ | ​ | ​ | ​ | ​ | ​
Capital expenditures in accounts payable and other accrued expenses | ​ | $ | 25.2 | ​ | $ | 7.2 | ​
Cash paid for: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest | ​ | $ | 14.4 | ​ | $ | 18.0 | ​
Income taxes | ​ | $ | 20.5 | ​ | $ | 29.0 | ​
Cash received from income taxes | ​ | $ | 3.1 | ​ | $ | 1.6 | ​

​

​

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This management discussion and analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission (the “SEC”) on February 18, 2025 (the “2024 Form 10-K”).

Special Note on Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “report”) contains, in addition to historical information, 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 (the “Exchange Act”). Statements in this report that are not historical information are forward-looking statements. For example, statements relating to our beliefs, expectations, and plans are forward-looking statements, as are statements that certain actions, conditions, events, or circumstances will continue. The inclusion of words such as “anticipate,” “expect,” “estimate,” “can,” “may,” “might,” “continue,” “enable,” “plan,” “intend,” “should,” “could,” “would,” “will,” “likely,” “potential,” “believe,” and similar expressions and the negative versions thereof indicate forward-looking statements; however, not all forward-looking statements may contain such words or expressions.

These forward-looking statements are based upon information available as of the date of this report and management’s current estimates, forecasts, and assumptions. Although we believe that our expectations reflected in or suggested by these forward-looking statements are reasonable, we may not achieve the results, performance, plans, or objectives expressed or implied by such forward-looking statements. Forward-looking statements involve risks and uncertainties, which are difficult to predict and many of which are beyond our control.

Risks and uncertainties to which our forward-looking statements are subject include:

| ● | volatility and business fluctuations in the industries in which we compete;

| ● | our ability to achieve design wins with new and existing customers;

| ● | our ability to accurately forecast and meet customer demand;

| ● | risks related to global economic conditions, such as the impact of tariffs and export regulations, escalating global conflicts on macroeconomic conditions, economic uncertainty, market volatility, rising interest rates, inflation, lack of growth in our markets, or recession;

| ● | customer price sensitivity;

| ● | the U.S. Dollar’s change in value against its major peers;

| ● | concentration of our customer base;

| ● | risks associated with potential breach of our information security measures— either external breach or internal data theft;

| ● | difficulties with the implementation of our enterprise resource planning and other enterprise-wide information technology system applications;

| ● | our loss of or inability to attract and retain key personnel;

| ● | risks associated with our manufacturing footprint optimization and movement of manufacturing locations for certain products;

| ● | disruptions to our manufacturing operations or those of our customers or suppliers;

| ● | our ability to successfully identify, close, integrate and realize anticipated benefits from our acquisitions;

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| ● | quality issues or unanticipated costs in fulfilling our warranty obligations (including our discontinued solar inverter product line), and adequacy of our warranty reserves;

| ● | risks inherent in our international operations, including the effect of export controls, the impact of tariffs on our supply chain or products we sell, political and geographical risks, and fluctuations in currency exchange rates;

| ● | our ability to enforce, protect and maintain our proprietary technology and intellectual property rights;

| ● | regulatory risk related to our supply chain;

| ● | legal matters, claims, investigations, and proceedings;

| ● | changes to tax laws and regulations or our tax rates;

| ● | changes in federal, state, local and foreign regulations, including with respect to trade compliance, privacy and data protection, supply chain, and environmental regulation;

| ● | effect of our debt obligations and restrictive covenants on our ability to operate our business;

| ● | risks related to our unfunded pension obligations;

| ● | our estimates of the fair value of intangible assets;

| ● | the potential impact of dilution related to our convertible debt, hedge, and warrant transactions; and

| ● | the risks and uncertainties described in Part I, Item 1A in the 2024 Form 10-K.

These risks and uncertainties could cause actual results to differ materially and adversely from those expressed in any forward-looking statements, and readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update any forward-looking statements.

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BUSINESS AND MARKET OVERVIEW

Company Overview

Advanced Energy provides highly engineered, critical, precision power conversion, measurement, and control solutions to our global customers. We design, manufacture, sell, and support precision power products that transform, refine, and modify the raw electrical power coming from either the utility or the building facility and convert it into various types of highly controllable, usable power that is predictable, repeatable, and customizable to meet the necessary requirements for powering a wide range of complex equipment. Many of our products enable customers to reduce or optimize their energy consumption through increased power conversion efficiency, power density, power coupling, and process control across a wide range of applications.

We are organized on a global, functional basis and operate as a single segment of power electronics conversion products. Within this segment, our products are sold in the Semiconductor Equipment, Industrial and Medical, Data Center Computing, and Telecom and Networking markets.

Recent Events

We continue to execute our previously announced manufacturing consolidation plan, which includes the shutdown of our Zhongshan, China manufacturing site. Manufacturing operations in Zhongshan ceased during the second quarter of 2025. Final site closure activities are in progress and expected to conclude in 2026.

We remain focused on the introduction and launch of our new product initiatives. Additionally, we are monitoring tariffs announced by the U.S. government and the impact of any additional tariffs or other trade policy measures on our supply chain or to our customers. While the tariff impact was not material to our results in the first nine months of 2025, the effects could be material in future periods as any further tariff, export control, or other trade policy measures, retaliatory responses to the U.S. trade policy announcements, or any related macroeconomic effects could adversely impact our product demand, production costs, or ability to sell our products and provide services.

Product and Services

Our precision power products and solutions are designed to enable new process technologies, improve productivity, lower the cost of ownership, and provide critical power capabilities for our customers.

Our plasma power products enable innovation in complex semiconductor and thin film plasma processes such as dry etch and deposition. Our broad portfolio of high and low voltage power products is used in a wide range of applications, such as semiconductor equipment, industrial production, medical and life science equipment, data center computing, networking, and telecommunications.

Our network of global service support centers provides repair services, calibration, conversions, upgrades, refurbishments, and used equipment to companies that use our products.

End Markets Summary and Trends

Advanced Energy generates revenue from the sale of a broad range of advanced and system power products and services to global original equipment manufacturers (“OEMs”), distributors, and end customers. Our customers select our products based on various performance metrics such as high power conversion efficiency, high power density, and low noise emission, as well as our ability to tailor our solutions to meet the unique requirements of their critical applications. The future growth and demand for our products is driven by a combination of factors within each of the end markets we serve, as follows:

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Semiconductor Equipment Market

The Semiconductor Equipment market supports and enables the long-term growing need for more production capacity and new process technologies to meet expanding demand for semiconductor devices across many applications driven by megatrends such as artificial intelligence (“AI”), energy efficiency, automobile electrification, and Internet of things (“IoT”).

Our portfolio of power conversion and related products includes plasma power, high-voltage power, system power, and adjacent sensing solutions. Our plasma power solutions are used to create plasma-based etch and deposition processes. Our semiconductor market products are incorporated into a wide range of applications, including dry etch and strip, deposition, ion implant, inspection and metrology, thermal, epitaxy, and back-end test and packaging.

The Semiconductor Equipment market continued to be driven by demand for leading-edge devices in logic and memory used in AI applications, offset by lower trailing-edge demand due to capacity underutilization, particularly in China, U.S. export restrictions to China, and the potential impact of tariffs on the macroeconomic environment. We expect these mixed market trends to continue into early 2026, with potential acceleration of demand in the second half of 2026.

Industrial and Medical Market

The Industrial and Medical market is fueled by continued investment in complex manufacturing processes, increased adoption of new industrial technologies such as automation and clean energy, and increased breadth and precision requirements of medical devices and life science equipment.

​

We supply this market with critical, precision power conversion products that deliver precise and highly reliable, low noise and/or differentiated power. In addition, our sensing, control, and instrumentation products complement our power solutions. Our products are used in a wide variety of applications, such as advanced material fabrication, medical devices, analytical instrumentation, test and measurement equipment, robotics, industrial production, and large-scale connected light-emitting diode lighting applications.

​

The Industrial and Medical market has started to recover starting in the second quarter of 2025 following a major industry downturn as a result of macro conditions and supply chain disruptions from prior years. The positive trend continued in the third quarter as customer inventories approached normalized levels. We expect this trend to continue in the coming quarters but be paced by uncertainty in the macroeconomic environment.

​

Data Center Computing Market

The Data Center Computing market is driven by the rapid growth of AI and related investments. The accelerated power rating of next-generation AI processors and increased density of AI processors in each IT rack have exponentially increased the power requirements for AI-based servers and racks which, in turn, increased the importance of high power efficiency, density, and reliability for server rack power solutions.

Our products are designed into data center server and storage systems and also used by cloud service providers and their partners in their custom designed server racks and power shelves.

Increased investments in AI applications by leading hyperscale customers, along with adoption of our next- generation high-power solutions, more than doubled our revenue in the data center computing market during the first nine months of 2025. We expect robust end market demand and adoption of newer, higher power solutions will continue to support robust demand for the remainder of 2025 and into 2026.

Telecom and Networking Market

Demand in the Telecommunication and Networking market is driven by adoption of more advanced mobile standards, such as 5G technologies, networking investments by telecommunication service providers, enterprises

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upgrading their communication networks, and data centers investing in their networks for AI-driven increased bandwidth.

We serve this market by providing application-specific AC-DC and DC-DC power conversion products to many leading OEMs of wireless infrastructure equipment and computer networking equipment.

End demand in the Telecom and Networking market remained stable in the first nine months of 2025, and we expect current market conditions to continue for several quarters, with some potential improvement driven by AI related demand.

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Results of Continuing Operations

The analysis presented below is organized to provide the information we believe will be helpful for an understanding of our historical performance and relevant trends going forward and should be read in conjunction with our “Unaudited Consolidated Financial Statements” in Part I, Item 1 of this report, including the notes thereto. Also included in the following analysis are measures that are not prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). A reconciliation of the non-GAAP measures to U.S. GAAP is provided below.

The following table sets forth certain data derived from our Consolidated Statements of Operations:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, |  | ​ | Nine Months Ended September 30, | ​
​ | ​ | 2025 | ​ | ​ | 2024 | ​ | ​ | 2025 | ​ | ​ | 2024 | ​
​ | ​ | (in millions) | ​
Revenue |  | $ | 463.3 |  | 100.0 | % |  | $ | 374.2 |  | 100.0 | % |  | $ | 1,309.4 |  | 100.0 | % |  | $ | 1,066.6 |  | 100.0 | %
Gross profit | ​ |  | 174.4 | ​ | 37.6 | ​ | ​ |  | 134.1 | ​ | 35.8 | ​ | ​ |  | 488.3 | ​ | 37.3 | ​ | ​ |  | 374.7 | ​ | 35.1 | ​
Operating expenses | ​ |  | 125.2 | ​ | 27.0 | ​ | ​ |  | 145.1 | ​ | 38.8 | ​ | ​ |  | 376.9 | ​ | 28.8 | ​ | ​ |  | 371.9 | ​ | 34.9 | ​
Operating income (loss) from continuing operations | ​ |  | 49.2 | ​ | 10.6 | ​ | ​ |  | (11.0) | ​ | (2.9) | ​ | ​ |  | 111.4 | ​ | 8.5 | ​ | ​ |  | 2.8 | ​ | 0.3 | ​
Interest income | ​ | ​ | 6.6 | ​ | 1.4 | ​ | ​ | ​ | 11.0 | ​ | 2.9 | ​ | ​ | ​ | 20.1 | ​ | 1.5 | ​ | ​ | ​ | 35.7 | ​ | 3.3 | ​
Interest expense | ​ | ​ | (4.2) | ​ | (0.9) | ​ | ​ | ​ | (6.4) | ​ | (1.7) | ​ | ​ | ​ | (12.6) | ​ | (1.0) | ​ | ​ | ​ | (20.5) | ​ | (1.9) | ​
Other income (expense), net | ​ |  | 0.7 | ​ | 0.2 | ​ | ​ |  | (8.1) | ​ | (2.2) | ​ | ​ |  | (7.4) | ​ | (0.6) | ​ | ​ |  | (6.1) | ​ | (0.6) | ​
Income (loss) from continuing operations, before income tax | ​ |  | 52.3 | ​ | 11.3 | ​ | ​ |  | (14.5) | ​ | (3.9) | ​ | ​ |  | 111.5 | ​ | 8.5 | ​ | ​ |  | 11.9 | ​ | 1.1 | ​
Income tax provision (benefit) | ​ |  | 5.9 | ​ | 1.3 | ​ | ​ |  | (0.4) | ​ | (0.1) | ​ | ​ |  | 14.7 | ​ | 1.1 | ​ | ​ |  | 4.6 | ​ | 0.4 | ​
Income (loss) from continuing operations | ​ | $ | 46.4 | ​ | 10.0 | % | ​ | $ | (14.1) | ​ | (3.8) | % | ​ | $ | 96.8 | ​ | 7.4 | % | ​ | $ | 7.3 | ​ | 0.7 | %

​

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Revenue

The following tables summarize net sales and percentages of net sales by markets:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, | ​ | ​ | Change 2025 v. 2024 | ​
​ |  | 2025 | ​ |  | 2024 |  |  | Dollar |  | Percent | ​
​ | ​ | (in millions)
Semiconductor Equipment | ​ | $ | 196.6 |  | 42.4 | % | ​ | $ | 197.5 |  | 52.8 | % | ​ | $ | (0.9) |  | (0.5) | %
Industrial and Medical | ​ |  | 71.2 | ​ | 15.4 | ​ | ​ |  | 76.9 | ​ | 20.6 | ​ | ​ |  | (5.7) |  | (7.4) | %
Data Center Computing | ​ | ​ | 171.6 | ​ | 37.0 | ​ | ​ | ​ | 80.6 | ​ | 21.5 | ​ | ​ | ​ | 91.0 | ​ | 112.9 | %
Telecom and Networking | ​ |  | 23.9 | ​ | 5.2 | ​ | ​ |  | 19.2 | ​ | 5.1 | ​ | ​ |  | 4.7 |  | 24.5 | %
Total | ​ | $ | 463.3 | ​ | 100.0 | % | ​ | $ | 374.2 | ​ | 100.0 | % | ​ | $ | 89.1 |  | 23.8 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine Months Ended September 30, | ​ | ​ | Change 2025 v. 2024 | ​
​ | ​ | 2025 | ​ |  | 2024 |  |  | Dollar |  | Percent | ​
​ | ​ | (in millions)
Semiconductor Equipment | ​ | $ | 628.3 |  | 48.0 | % | ​ | $ | 565.7 |  | 53.0 | % | ​ | $ | 62.6 |  | 11.1 | %
Industrial and Medical | ​ |  | 204.1 | ​ | 15.6 | ​ | ​ |  | 239.4 | ​ | 22.5 | ​ | ​ |  | (35.3) |  | (14.7) | %
Data Center Computing | ​ | ​ | 409.4 | ​ | 31.3 | ​ | ​ | ​ | 195.5 | ​ | 18.3 | ​ | ​ | ​ | 213.9 |  | 109.4 | %
Telecom and Networking | ​ |  | 67.6 | ​ | 5.2 | ​ | ​ |  | 66.0 | ​ | 6.2 | ​ | ​ |  | 1.6 |  | 2.4 | %
Total | ​ | $ | 1,309.4 | ​ | 100.1 | % | ​ | $ | 1,066.6 | ​ | 100.0 | % | ​ | $ | 242.8 |  | 22.8 | %

​

Revenue by Market

Semiconductor Equipment revenue for the three months ended September 30, 2025 was relatively flat as compared to the same period in the prior year. The increase in revenue for the nine months ended September 30, 2025 was primarily due to increased demand for platforms used in leading-edge process tools.

The decrease in Industrial and Medical revenue was primarily due to lower demand as a result of customer inventory rebalancing.

The increase in Data Center Computing revenue was due to growing hyperscale investments in new, AI-driven platforms and growth associated with design wins secured in 2024.

The increase in Telecom and Networking revenue was due to telecom design wins and increased demand d riven by AI-related programs.

Gross Profit and Gross Margin

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, | ​ | Change 2025 v. 2024 | ​
​ |  | 2025 |  | 2024 |  | Dollar |  | Percent | ​
​ | ​ | (in millions)
Gross profit | ​ | $ | 174.4 | ​ | $ | 134.1 | ​ | $ | 40.3 |  | 30.1 | %
Gross margin | ​ | ​ | 37.6 | % | ​ | 35.8 | % | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine Months Ended September 30, | ​ | Change 2025 v. 2024 | ​
​ | ​ | 2025 |  | 2024 |  | Dollar |  | Percent | ​
​ | ​ | (in millions)
Gross profit | ​ | $ | 488.3 | ​ | $ | 374.7 | ​ | $ | 113.6 | ​ | 30.3 | %
Gross margin | ​ | ​ | 37.3 | % | ​ | 35.1 | % | ​ | ​ | ​ | ​ | ​

​

The increase in gross profit and gross margin was largely due to an increase in revenue and manufacturing cost improvements. Manufacturing cost reduction programs positively impacted gross margin by 160 and 140 basis points, respectively, during the three and nine months ended September 30, 2025.

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Operating Expenses

The following table summarizes our operating expenses and as a percentage of revenue:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, | ​
​ |  | 2025 | ​ |  | 2024 | ​
​ | ​ | (in millions) | ​
Research and development | ​ | $ | 59.1 |  | ​ | 12.8 | % | ​ | $ | 53.6 |  | 14.3 | %
Selling, general, and administrative | ​ |  | 59.8 | ​ | ​ | 12.9 | ​ | ​ |  | 56.2 | ​ | 15.0 | ​
Amortization of intangible assets | ​ | ​ | 5.6 | ​ | ​ | 1.2 | ​ | ​ | ​ | 6.8 | ​ | 1.8 | ​
Restructuring, asset impairments, and other charges | ​ |  | 0.7 | ​ | ​ | 0.2 | ​ | ​ |  | 28.5 | ​ | 7.6 | ​
Total operating expenses | ​ | $ | 125.2 | ​ | ​ | 27.0 | % | ​ | $ | 145.1 | ​ | 38.8 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine Months Ended September 30, | ​
​ |  | 2025 | ​ | ​ | 2024 | ​
​ | ​ | (in millions)
Research and development |  | $ | 172.3 |  | ​ | 13.2 | % | ​ | $ | 155.7 |  | 14.6 | %
Selling, general, and administrative | ​ |  | 179.0 | ​ | ​ | 13.7 | ​ | ​ |  | 166.4 | ​ | 15.6 | ​
Amortization of intangible assets | ​ | ​ | 16.7 | ​ | ​ | 1.3 | ​ | ​ | ​ | 20.5 | ​ | 1.9 | ​
Restructuring, asset impairments, and other charges | ​ |  | 8.9 | ​ | ​ | 0.7 | ​ | ​ |  | 29.3 | ​ | 2.7 | ​
Total operating expenses | ​ | $ | 376.9 | ​ | ​ | 28.9 | % | ​ | $ | 371.9 | ​ | 34.8 | %

​

Research and Development

The increase in research and development expense was related to higher compensation costs, related to stock-based compensation and annual merit increases, and higher engineering program and materials costs compared to the same period in the prior year.

Selling, General and Administrative

The increase in selling, general, and administrative expense was mainly due to higher compensation costs, related to stock-based compensation and annual merit increases, and professional services related to facility, infrastructure, and other transition costs.

Amortization of Intangibles Assets

Amortization expense declined primarily due to certain intangible assets reaching the end of their estimated useful life. This was partially offset by new intangible assets acquired in the Airity Acquisition in June 2024.

Restructuring, Asset Impairments and Other Charges

The decrease in restructuring, asset impairments, and other charges is primarily driven by the timing of our restructuring plan decisions.

During the second quarter of 2025, we approved actions related to consolidating our research and development, sales, and administrative functions in connection with our manufacturing and footprint consolidation. We expect these actions to be substantially complete during 2027 and do not expect to incur significant additional charges.

For additional information about this and prior restructuring plans, see Note 10. Restructuring, Asset Impairments, and Other Charges in Part I, Item 1 “Unaudited Consolidated Financial Statements.”

​

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Interest Income, Interest Expense, and Other Income (Expenses), net

We experienced a decrease in interest income and expense caused by lower cash and debt balances as a result of using cash on hand to fully prepay our Term Loan in September 2024.

Other income (expense), net consists primarily of foreign exchange gains and losses and other miscellaneous items. For the three months ended September 30, 2025, we had a $4.8 million increase in unrealized foreign exchange gains and a $4.3 million improvement in other income (expense) compared to the same period in the prior year. The prior-year results included nonrecurring foreign currency translation adjustments related to the liquidation of certain foreign operations as well as the write-off of debt discount fees associated with the early repayment of our Term Loan Facility.

For the nine months ended September 30, 2025, we recorded a $5.0 million decrease in unrealized foreign exchange losses and a $4.1 million improvement in other income (expense) compared to the same period in the prior year. Similar to the quarterly comparison, the prior-year results reflected nonrecurring foreign currency translation adjustments and debt discount fees related to the Term Loan Facility prepayment, as described above.

See Note 15. Long-Term Debt in Part I, Item 1 “Unaudited Consolidated Financial Statements” for information regarding our debt.

Income Tax

The following table summarizes tax provision (benefit) and the effective tax rate for our income (loss) from continuing operations:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, | ​ | Nine Months Ended September 30, | ​
​ |  | 2025 |  | 2024 |  | 2025 |  | 2024 | ​
​ | ​ | (in millions) | ​
Income (loss) from continuing operations, before income tax | ​ | $ | 52.3 | ​ | $ | (14.5) | ​ | $ | 111.5 | ​ | $ | 11.9 | ​
Income tax provision (benefit) | ​ | $ | 5.9 | ​ | $ | (0.4) | ​ | $ | 14.7 | ​ | $ | 4.6 | ​
Effective tax rate | ​ | ​ | 11.3 | % | ​ | 2.8 | % | ​ | 13.2 | % | ​ | 38.7 | %

​

Our effective tax rates differ from the U.S. federal statutory rate of 21% primarily due to the benefit of earnings in foreign jurisdictions which are subject to lower tax rates, as well as tax credits, partially offset by net U.S. tax on foreign operations and the net effect of Pillar II top-up taxes. The effective tax rate for the three months ended September 30, 2025 was higher compared to the same period in 2024, primarily due to the absence of restructuring charges that were recorded in the prior-year period related to our Zhongshan, China factory closure resulting in an income tax benefit. The current quarter also included a net benefit from discrete tax items, consisting of a partial release of a valuation allowance, partially offset by the impact of tax law changes and other discrete adjustments.

For the nine months ended September 30, 2025, the effective tax rate was lower than the same period in 2024, primarily due to the absence of restructuring charges that impacted the prior-year results.

As of September 30, 2025, certain countries in which the Company operates have implemented or are in the process of implementing the Pillar II minimum global effective tax rate regime as put forth by the Organization for Economic Cooperation and Development (“OECD”). As countries continue to make revisions to their legislation and release additional guidance with respect to the global minimum tax, we continue to determine any potential impact in the countries in which we operate. The impact of these changes may have a material impact on our cash tax expense and tax rate.

On July 4, 2025, the One Big Beautiful Bill (“OBBB”) Act, which includes a broad range of elective tax law items available in 2025 and prescribed tax law changes in 2026, was signed into law in the United States. The Company has reflected the impact of the OBBB’s elective tax law items in its financial statements for period ending September 30, 2025.

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Non-GAAP Results

Management uses non-GAAP net income, non-GAAP operating income, and non-GAAP earnings per share (“EPS”) to evaluate business performance without the impacts of certain non-cash charges and other charges which are not part of our usual operations. We use these non-GAAP measures to assess performance against business objectives, and make business decisions, including developing budgets and forecasting future periods. In addition, management’s incentive plans include certain of these non-GAAP measures as criteria for achievements. These non-GAAP measures are not prepared in accordance with U.S. GAAP and may differ from non-GAAP methods of accounting and reporting used by other companies. However, we believe these non-GAAP measures provide additional information that enables readers to evaluate our business from the perspective of management. The presentation of this additional information should not be considered a substitute for results prepared in accordance with U.S. GAAP.

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The non-GAAP results presented below exclude the impact of non-cash related charges, such as stock-based compensation, amortization of intangible assets, and long-term unrealized foreign exchange gains and losses. In addition, we exclude discontinued operations and other items such as acquisition-related costs, facility, infrastructure, and other transition costs, and restructuring expenses, as they are not indicative of future performance. The tax effect of our non-GAAP adjustments represents the anticipated annual tax rate applied to each non-GAAP adjustment after consideration of their respective book and tax treatments. Finally, non-GAAP results also exclude non-recurring discrete tax expenses or benefits.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Reconciliation of non-GAAP measures | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-GAAP gross profit, gross margin, operating expenses, | ​ | Three Months Ended September 30, | ​ | Nine Months Ended September 30, | ​
operating income, and operating margin |  | 2025 |  | 2024 |  | 2025 |  | 2024 |
​ | ​ | (in millions) | ​
Gross profit from continuing operations, as reported | ​ | $ | 174.4 | ​ | $ | 134.1 | ​ | $ | 488.3 | ​ | $ | 374.7 | ​
Adjustments to gross profit: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​
Stock-based compensation | ​ |  | 1.3 | ​ |  | 1.0 | ​ |  | 3.6 | ​ |  | 2.9 | ​
Facility, infrastructure, and other transition costs | ​ |  | 5.5 | ​ |  | 0.9 | ​ |  | 10.8 | ​ |  | 2.4 | ​
Acquisition-related costs | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.1) | ​
Non-GAAP gross profit | ​ |  | 181.2 | ​ |  | 136.0 | ​ | ​ | 502.7 | ​ | ​ | 379.9 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
GAAP gross margin | ​ | ​ | 37.6% | ​ | ​ | 35.8% | ​ | ​ | 37.3% | ​ | ​ | 35.1% | ​
Non-GAAP gross margin | ​ | ​ | 39.1% | ​ |  | 36.3% | ​ |  | 38.4% | ​ |  | 35.6% | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating expenses from continuing operations, as reported | ​ |  | 125.2 | ​ |  | 145.1 | ​ | ​ | 376.9 | ​ | ​ | 371.9 | ​
Adjustments: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​
Amortization of intangible assets | ​ |  | (5.6) | ​ |  | (6.8) | ​ |  | (16.7) | ​ |  | (20.5) | ​
Stock-based compensation | ​ |  | (13.3) | ​ |  | (10.9) | ​ |  | (37.6) | ​ |  | (31.3) | ​
Acquisition-related costs | ​ |  | (1.2) | ​ |  | (1.6) | ​ |  | (4.0) | ​ |  | (4.8) | ​
Facility, infrastructure, and other transition costs | ​ |  | (1.0) | ​ |  | (0.5) | ​ |  | (4.1) | ​ |  | (0.5) | ​
Restructuring, asset impairments, and other charges | ​ |  | (0.7) | ​ |  | (28.5) | ​ |  | (8.9) | ​ |  | (29.3) | ​
Non-GAAP operating expenses | ​ |  | 103.4 | ​ |  | 96.8 | ​ |  | 305.6 | ​ |  | 285.5 | ​
Non-GAAP operating income | ​ | $ | 77.8 | ​ | $ | 39.2 | ​ | $ | 197.1 | ​ | $ | 94.4 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating income (loss), as reported | ​ | $ | 49.2 | ​ | $ | (11.0) | ​ | $ | 111.4 | ​ | $ | 2.8 | ​
Adjustments to gross profit | ​ | ​ | 6.8 | ​ | ​ | 1.9 | ​ | ​ | 14.4 | ​ | ​ | 5.2 | ​
Adjustments to operating expenses | ​ | ​ | 21.8 | ​ | ​ | 48.3 | ​ | ​ | 71.3 | ​ | ​ | 86.4 | ​
Non-GAAP operating income | ​ | $ | 77.8 | ​ | $ | 39.2 | ​ | $ | 197.1 | ​ | $ | 94.4 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Income (loss) from continuing operations, as reported | ​ | $ | 46.4 | ​ | $ | (14.1) | ​ | $ | 96.8 | ​ | $ | 7.3 | ​
GAAP operating margin | ​ | ​ | 10.6% | ​ | ​ | (2.9)% | ​ | ​ | 8.5% | ​ | ​ | 0.3% | ​
Non-GAAP operating margin | ​ | ​ | 16.8% | ​ |  | 10.5% | ​ |  | 15.1% | ​ |  | 8.9% | ​

​

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Reconciliation of non-GAAP measure | ​ | Three Months Ended September 30, | ​ | Nine Months Ended September 30, | ​
Non-GAAP income, net of income tax |  | 2025 |  | 2024 |  | 2025 |  | 2024 | ​
​ | ​ | (in millions) | ​
Income (loss) from continuing operations, net of income tax | ​ | $ | 46.4 | ​ | $ | (14.1) | ​ | $ | 96.8 | ​ | $ | 7.3 | ​
Adjustments: | ​ |  | ​ | ​ |  | ​ | ​ |  |  | ​ |  |  | ​
Amortization of intangible assets | ​ |  | 5.6 | ​ |  | 6.8 | ​ |  | 16.7 | ​ |  | 20.5 | ​
Acquisition-related costs | ​ |  | 1.2 | ​ |  | 1.6 | ​ |  | 4.0 | ​ |  | 4.7 | ​
Facility, infrastructure, and other transition costs | ​ |  | 6.5 | ​ |  | 1.4 | ​ |  | 14.9 | ​ |  | 2.9 | ​
Restructuring, asset impairments, and other charges | ​ |  | 0.7 | ​ |  | 28.5 | ​ |  | 8.9 | ​ |  | 29.3 | ​
Unrealized foreign currency loss (gain) | ​ | ​ | (1.3) | ​ | ​ | 4.0 | ​ | ​ | 4.7 | ​ | ​ | 0.8 | ​
Other costs included in other income (expense), net | ​ | ​ | — | ​ | ​ | 3.7 | ​ | ​ | 0.2 | ​ | ​ | 3.7 | ​
Stock-based compensation | ​ | ​ | 14.6 | ​ | ​ | 11.9 | ​ | ​ | 41.2 | ​ | ​ | 34.2 | ​
Tax effect of non-GAAP adjustments, including certain discrete tax benefits | ​ |  | (7.3) | ​ | ​ | (6.7) | ​ | ​ | (17.5) | ​ | ​ | (12.3) | ​
Non-GAAP income, net of income tax | ​ | $ | 66.4 | ​ | $ | 37.1 | ​ | $ | 169.9 | ​ | $ | 91.1 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Reconciliation of non-GAAP measure | ​ | Three Months Ended September 30, | ​ | Nine Months Ended September 30, | ​
Non-GAAP diluted weighted-average common shares | ​ | 2025 |  | 2024 |  | 2025 |  | 2024 | ​
​ | ​ | (in millions) | ​
Diluted weighted-average common shares outstanding | ​ | ​ | 38.5 | ​ | ​ | 37.5 | ​ | ​ | 38.1 | ​ | ​ | 37.8 | ​
Dilutive effect of stock awards | ​ | ​ | — | ​ | ​ | 0.4 | ​ | ​ | — | ​ | ​ | — | ​
Dilutive effect of convertible note | ​ | ​ | (0.4) | ​ | ​ | — | ​ | ​ | (0.1) | ​ | ​ | — | ​
Non-GAAP diluted weighted-average common shares outstanding | ​ | ​ | 38.1 | ​ | ​ | 37.9 | ​ | ​ | 38.0 | ​ | ​ | 37.8 | ​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Reconciliation of non-GAAP measure | ​ | Three Months Ended September 30, |  | Nine Months Ended September 30,
Non-GAAP earnings per share |  | 2025 |  | 2024 |  | 2025 |  | 2024
Diluted earnings per share from continuing operations, as reported | ​ | $ | 1.21 | ​ | $ | (0.38) |  | $ | 2.54 | ​ | $ | 0.19
Add back: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Per share impact of non-GAAP adjustments, net of tax |  | ​ | 0.53 |  | ​ | 1.36 | ​ | ​ | 1.93 | ​ | ​ | 2.22
Non-GAAP earnings per share | ​ | $ | 1.74 | ​ | $ | 0.98 | ​ | $ | 4.47 | ​ | $ | 2.41

​

​

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Reconciliation of non-GAAP measure | ​ | Three Months Ended September 30, | ​ | Nine Months Ended September 30,
Non-GAAP provision for income taxes |  | 2025 |  | 2024 |  | 2025 |  | 2024
​ | ​ | (in millions)
Provision (benefit) for income taxes, as reported | ​ | $ | 5.9 | ​ | $ | (0.4) | ​ | $ | 14.7 | ​ | $ | 4.6
Adjustment: | ​ |  | ​ | ​ |  | ​ | ​ |  |  | ​ |  | ​
Non-GAAP items and other discrete tax items excluding stock-based compensation | ​ |  | 4.2 | ​ |  | 4.2 | ​ |  | 8.8 | ​ |  | 5.1
Tax effect of stock-based compensation | ​ |  | 3.1 | ​ |  | 2.5 | ​ |  | 8.7 | ​ |  | 7.2
Non-GAAP provision for income taxes | ​ | $ | 13.2 | ​ | $ | 6.3 | ​ | $ | 32.2 | ​ | $ | 16.9
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Reconciliation of non-GAAP measure | ​ | Three Months Ended September 30, | ​ | Nine Months Ended September 30,
Non-GAAP income before income taxes |  | 2025 |  | 2024 |  | 2025 |  | 2024
​ | ​ | (in millions)
Income (loss) from continuing operations, before income tax | ​ | $ | 52.3 | ​ | $ | (14.5) | ​ | $ | 111.5 | ​ | $ | 11.9
Adjustments: | ​ |  | ​ | ​ |  | ​ | ​ |  |  | ​ |  | ​
Amortization of intangible assets | ​ | ​ | 5.6 | ​ | ​ | 6.8 | ​ | ​ | 16.7 | ​ | ​ | 20.5
Stock-based compensation | ​ | ​ | 14.6 | ​ | ​ | 11.9 | ​ | ​ | 41.2 | ​ | ​ | 34.2
Acquisition-related costs | ​ | ​ | 1.2 | ​ | ​ | 1.6 | ​ | ​ | 4.0 | ​ | ​ | 4.7
Facility, infrastructure, and other transition costs | ​ | ​ | 6.5 | ​ | ​ | 1.4 | ​ | ​ | 14.9 | ​ | ​ | 2.9
Restructuring, asset impairments, and other charges | ​ | ​ | 0.7 | ​ | ​ | 28.5 | ​ | ​ | 8.9 | ​ | ​ | 29.3
Unrealized foreign currency loss (gain) | ​ | ​ | (1.3) | ​ | ​ | 4.0 | ​ | ​ | 4.7 | ​ | ​ | 0.8
Other costs included in other income (expense), net | ​ |  | — | ​ |  | 3.7 | ​ |  | 0.2 | ​ |  | 3.7
Non-GAAP income before income taxes | ​ | $ | 79.6 | ​ | $ | 43.4 | ​ | $ | 202.1 | ​ | $ | 108.0
Effective tax rate, as reported | ​ | ​ | 11.3% | ​ | ​ | 2.8% | ​ | ​ | 13.2% | ​ | ​ | 38.7%
Non-GAAP effective tax rate | ​ | ​ | 16.6% | ​ | ​ | 14.5% | ​ | ​ | 15.9% | ​ | ​ | 15.6%

​

Liquidity and Capital Resources

Liquidity

Adequate liquidity and cash generation are important to the execution of our strategic initiatives. Our ability to fund our operations, acquisitions, capital expenditures, and product development efforts may depend on our ability to generate cash from operating activities, which is subject to future operating performance, as well as general economic, financial, competitive, legislative, regulatory, and other conditions, some of which may be beyond our control. Our primary sources of liquidity continue to be our available cash, cash generated from operations, and available borrowing capacity under the Revolving Facility (defined in Note 15. Long-Term Debt in Part I, Item 1 “Unaudited Consolidated Financial Statements”).

As of September 30, 2025, our cash and cash equivalents totaled $758.6 million, while our available funding under our Revolving Facility was $600.0 million. Additionally, we generated $154.6 million of cash flow from continuing operations in the nine months ended September 30, 2025. We believe our sources of liquidity will be adequate to meet operational needs, including capital expenditures, as well as anticipated debt service, share repurchase programs, dividends, and strategic investments.

During the ordinary course of business, we evaluate our cash requirements and, if necessary, adjust our expenditures to reflect the current market conditions and our projected revenue and demand. Our capital expenditures are primarily directed towards manufacturing and operations and can materially influence our available cash for other initiatives. In addition, we may seek additional debt or equity financing from time to time; however, such additional financing may not be available on acceptable terms, if at all.

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Debt

See Note 15. Long-Term Debt in Part I, Item 1 “Unaudited Consolidated Financial Statements” for information regarding the Credit Agreement.

As of September 30, 2025, our only outstanding debt is the $575.0 million Convertible Notes, which mature on September 15, 2028 and carry a 2.5% interest rate. Should we have future borrowings under our Term Loan Facility or Revolving Facility, those borrowings would be subject to a variable rate.

As of September 30, 2025, no amounts were outstanding under the Revolving Facility, and we had $600.0 million in available funding. In addition to the available capacity on the Revolving Facility, prior to the maturity date of the Credit Agreement, we may request an increase to the financing commitments in either the Term Loan Facility or Revolving Facility by an aggregate amount not to exceed $250.0 million. Any requested increase is subject to lender approval.

Dividends

During the nine months ended September 30, 2025, we paid quarterly cash dividends of $0.10 per share, totaling $11.6 million. We currently anticipate that a cash dividend of $0.10 per share will continue to be paid on a quarterly basis, although the declaration of any future cash dividend is at the discretion of our Board and will depend on our financial condition, results of operations, capital requirements, business conditions, and other factors.

Share Repurchases

During the nine months ended September 30, 2025, we paid $23.7 million to repurchase 282,232 shares of our common stock at an average share price of $84.19.

Cash Flows

A summary of our cash from operating, investing, and financing activities is as follows:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine Months Ended September 30, | ​
​ |  | 2025 |  | 2024 | ​
​ | ​ | (in millions) | ​
Net cash from operating activities from continuing operations | ​ | $ | 154.6 | ​ | $ | 50.4 | ​
Net cash used in operating activities from discontinued operations | ​ |  | (1.8) | ​ |  | (2.2) | ​
Net cash from operating activities | ​ |  | 152.8 | ​ |  | 48.2 | ​
Net cash used in investing activities | ​ |  | (71.9) | ​ |  | (60.5) | ​
Net cash used in financing activities | ​ |  | (47.0) | ​ |  | (374.5) | ​
Effect of currency translation on cash and cash equivalents | ​ |  | 2.6 | ​ |  | (0.4) | ​
Net change in cash and cash equivalents | ​ |  | 36.5 | ​ |  | (387.2) | ​
Cash and cash equivalents, beginning of period | ​ |  | 722.1 | ​ |  | 1,044.6 | ​
Cash and cash equivalents, end of period | ​ | $ | 758.6 | ​ | $ | 657.4 | ​

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Operating Activities

Net cash from operating activities from continuing operations for the nine months ended September 30, 2025 was $154.6 million, as compared to $50.4 million for the same period in the prior year. This $104.2 million increase was primarily due to higher net income from continuing operations driven by growth in the Data Center Computing and Semiconductor Equipment markets. Additionally, we had unfavorable changes in working capital from inventories, accounts receivable, and other liabilities and accrued expenses which was partially offset by timing of payments.

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Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2025 was $71.9 million primarily due to $69.9 million in purchases of property and equipment, which was largely driven by continued investments in our manufacturing footprint and capacity, and $2.0 million in purchases of investments.

Net cash used in investing activities for the nine months ended September 30, 2024 was $60.5 million primarily due to $44.0 million in purchases of property and equipment, which was largely driven by investments in our manufacturing footprint and capacity, $13.8 million for the Airity Acquisition, and $2.7 million in purchases of investments.

Financing Activities

Net cash used in financing activities for the nine months ended September 30, 2025 was $47.0 million and included $23.7 million for repurchase of common stock, $8.3 million in net payments related to stock-based award activities, and $11.6 million for dividend payments. In addition, we paid $1.9 million in fees related to entering the Credit Agreement and $1.5 million for the release of the holdback associated with the Airity Acquisition.

Net cash used in financing activities for the nine months ended September 30, 2024 was $374.5 million and included $355.0 million for repayment of long-term debt, $11.6 million for dividend payments, $1.8 million for repurchase of common stock, $6.0 million in net payments related to stock-based award activities, and a $0.1 million payment for debt issuance costs.

Effect of Currency Translation on Cash

During the nine months ended September 30, 2025, foreign currency translation had a minimal impact on cash. See “Foreign Currency Exchange Rate Risk” in Part I, Item 3 for more information.

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Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires us to make judgments, assumptions, and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. Note 1. Summary of Operations and Significant Accounting Policies and Estimates to the consolidated financial statements in the 2024 Form 10-K describes the significant accounting policies and methods used in the preparation of our consolidated financial statements. Our critical accounting estimates, discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the 2024 Form 10-K, include assessing excess and obsolete inventories, accounting for income taxes, and estimates for the valuation of assets and liabilities acquired in business combinations.

Such accounting policies and estimates require significant judgments and assumptions to be used in the preparation of the consolidated financial statements and actual results could differ materially from the amounts reported based on variability in factors affecting these estimates.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk and Risk Management

In the normal course of business, we typically have exposure to interest rate risk from our investments and the Credit Agreement. We also have exposure to foreign exchange rate risk related to our foreign operations and foreign currency transactions.

See “Risk Factors” set forth in Part I, Item 1A of the 2024 Form 10-K and Part II of this report, for more information about the market risks to which we are exposed. There have been no material changes in our exposure to market risk from December 31, 2024.

Foreign Currency Exchange Rate Risk

We are impacted by changes in foreign currency exchange rates through revenue and purchasing transactions when we sell products and purchase materials in currencies different from the currency in which product and manufacturing costs were incurred. Our reported financial results of operations, including the reported value of our assets and liabilities, are also impacted by changes in foreign currency exchange rates. Assets and liabilities of substantially all our subsidiaries outside the U.S. are translated at period end rates of exchange for each reporting period. Operating results and cash flow statements are translated at average rates of exchange during each reporting period.

The functional currencies of our worldwide facilities primarily include the United States Dollar, Euro, South Korean Won, New Taiwan Dollar, Japanese Yen, Pound Sterling, and Chinese Yuan. We are subject to risks associated with revenue and purchasing activities and costs to operate that are denominated in currencies other than our functional currencies, such as the Singapore Dollar, Malaysian Ringgit, Mexican Peso, Philippine Peso, and Thai Baht. Historically, the impact of changes to these particular exchange rates has not been material to our operating results.

From time to time, we may enter into foreign currency exchange rate contracts to hedge against changes in foreign currency exchange rates on assets and liabilities expected to be settled at a future date, including foreign currency, which may be required for a potential foreign acquisition. Market risk arises from the potential adverse effects on the value of derivative instruments that result from a change in foreign currency exchange rates. We may enter into foreign currency forward contracts to manage the exchange rate risk associated with intercompany debt denominated in nonfunctional currencies. We minimize our market risk applicable to foreign currency exchange rate contracts by establishing and monitoring parameters that limit the types and degree of our derivative contract instruments. We enter into derivative contract instruments for risk management purposes only. We do not enter into or issue derivatives for trading or speculative purposes.

Interest Rate Risk

At the present time, a change in interest rates does not have an impact upon our future earnings and cash flow because our only outstanding debt is the Convertible Notes, which carry a fixed 2.5% interest rate. However, increases in interest rates could impact the decision to borrow under the Credit Agreement, ability to refinance existing maturities, and acquire additional debt on favorable terms.

​

For more information see Note 15. Long-Term Debt in Part I, Item 1 “Unaudited Consolidated Financial Statements.”

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures, which are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer (Stephen D. Kelley, President and Chief Executive Officer) and Principal Financial Officer (Paul Oldham, Executive Vice President and Chief Financial Officer), as appropriate, to allow timely decisions regarding required disclosures.

As of the end of the period covered by this report, we conducted an evaluation, with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to the Exchange Act Rule 13a-15(b). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2025. The conclusions of the Chief Executive Officer and Chief Financial Officer from this evaluation were communicated to the Audit and Finance Committee. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We intend to continue to review and document our disclosure controls and procedures, including our internal controls over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in disputes and legal actions arising in the normal course of our business. Although it is not possible to predict the outcome of these matters, we believe that the results of these proceedings will not have a material adverse effect on our financial condition, results of operations, or liquidity.

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ITEM 1A. RISK FACTORS

Information concerning our risk factors is contained in Part I, Item 1A, “Risk Factors” in the 2024 Form 10-K. The risks described in the 2024 Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or operating results. There have been no material changes to the risk factors previously disclosed in the 2024 Form 10-K.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

​

To repurchase shares of our common stock, we periodically enter into share repurchase agreements, open-market transactions, and/or other transactions in accordance with applicable federal securities laws. Before repurchasing our shares, we consider the market price of our common stock, the nature of other investment opportunities, available liquidity, cash flows from operations, general business and economic conditions, and other relevant factors.

At September 30, 2025, the remaining amount authorized by the Board of Directors for future share repurchases was $173.4 million with no time limitation. There were no share repurchases during the quarter covered by this report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

During the three months ended September 30, 2025, except as described below, none of our directors or Section 16 officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K). The following table summarizes the terms of the Rule 10b5-1 trading arrangements adopted:

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Name and Title | Date of Adoption | Duration of the Trading Arrangement (1) | Aggregate Number of Shares to be Sold
Bernard Colpitts Senior Vice President and Chief Accounting Officer | August 19, 2025 | Until May 1, 2026 or such earlier date upon which all transactions are completed | 5,089 (2)
Paul Oldham Executive Vice President and Chief Financial Officer | August 20, 2025 | Until August 20, 2026 or such earlier date upon which all transactions are completed | 16,570 (3)
Tina Donikowski Director | September 4, 2025 | Until September 4, 2026 or such earlier date upon which all transactions are completed | 2,257

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(1) The Rule 10b5-1 trading arrangements also provide for termination prior to the above-listed expiration date following the occurrence of certain events, such as public announcement of a tender offer, exchange offer, or certain merger and acquisition, reorganization, or recapitalization transactions or the bankruptcy, insolvency, or death of the adopting person.

(2) The aggregate number of shares available for sale under Mr. Colpitts’ Rule 10b5-1 trading arrangement is not yet determinable because the shares available will be net of tax withholding obligations that arise in connection with the vesting and settlement of such RSU awards. As such, the shares included in this table reflect the aggregate maximum number of shares underlying Mr. Colpitts’ RSUs without excluding the shares that will be withheld to satisfy tax withholding obligations.

(3) Includes 6,042 shares of common stock issuable upon the exercise of options.

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ITEM 6. EXHIBITS

The exhibits listed in the following index are filed as part of this Quarterly Report on Form 10-Q.

​

Exhibit | ​ | ​ | Incorporated by Reference
--- | --- | --- | ---
Number | ​ | Description | Form | File No. | Exhibit | Filing Date
31.1 | ​ | Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ​ | ​ | ​ | Filed herewith
​ | ​ | ​ | ​ | ​ | ​ | ​
31.2 | ​ | Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ​ | ​ | ​ | Filed herewith
​ | ​ | ​ | ​ | ​ | ​ | ​
32.1 | ​ | Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ​ | ​ | ​ | Filed herewith
​ | ​ | ​ | ​ | ​ | ​ | ​
32.2 | ​ | Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ​ | ​ | ​ | Filed herewith
​ | ​ | ​ | ​ | ​ | ​ | ​
101.INS | ​ | Inline 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) | ​ | ​ | ​ | Filed herewith
​ | ​ | ​ | ​ | ​ | ​ | ​
101.SCH | ​ | Inline XBRL Taxonomy Extension Schema Document. | ​ | ​ | ​ | Filed herewith
​ | ​ | ​ | ​ | ​ | ​ | ​
101.CAL | ​ | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ​ | ​ | ​ | Filed herewith
​ | ​ | ​ | ​ | ​ | ​ | ​
101.DEF | ​ | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ​ | ​ | ​ | Filed herewith
​ | ​ | ​ | ​ | ​ | ​ | ​
101.LAB | ​ | Inline XBRL Taxonomy Extension Label Linkbase Document. | ​ | ​ | ​ | Filed herewith
​ | ​ | ​ | ​ | ​ | ​ | ​
101.PRE | ​ | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ​ | ​ | ​ | Filed herewith
​ | ​ | ​ | ​ | ​ | ​ | ​
104 | ​ | Cover Page Interactive Data File (Formatted in Inline XBRL and contained in Exhibit 101) | ​ ​ | ​ | ​ | Filed herewith

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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.

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​ | ​ | ​
​ | ​ | ADVANCED ENERGY INDUSTRIES, INC.
​ | ​ | ​
Dated: | November 4, 2025 | /s/ Paul Oldham
​ | ​ | Paul Oldham
​ | ​ | Chief Financial Officer and Executive Vice President
​ | ​ | ​
​ | ​ | /s/ Bernard R. Colpitts, Jr.
​ | ​ | Bernard Colpitts, Jr.
​ | ​ | Chief Accounting Officer and Controller

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