VEECO INSTRUMENTS INC — Director's Dealing 2025

Mar 18, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEECO INSTRUMENTS INC (VECO)
CIK: 0000103145
Period of Report: 2025-03-14

Reporting Person: KIERNAN JOHN P (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-03-14	Common Stock	M	4083	—	Acquired	10187	Direct
2025-03-14	Common Stock	F	2056	$21.30	Disposed	8131	Direct
2025-03-17	Common Stock	F	2290	$21.48	Disposed	5841	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-03-14	Restricted Stock Unit	$	A	14000	Acquired		common stock (14000)	Direct
2025-03-14	Performance Based Restricted Stock Unit	$	A	26000	Acquired		common stock (26000)	Direct
2025-03-14	Restricted Stock Unit	$0	M	4083	Disposed		common stock (4083)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	70142	Indirect

Footnotes

F1: These restricted stock units (RSUs) were acquired pursuant to an award under the Veeco Instruments 2019 Stock Incentive Plan and are subject to certain restrictions. These restrictions will lapse with respect to 1/3 of such RSUs on each of the first, second and third anniversaries of the date of grant. Vested shares of Veeco common stock will be delivered to the reporting person on the vesting date.

F2: Represents securities surrendered to Veeco to satisfy tax withholding obligations due upon the vesting of restricted stock.

F3: Each restricted stock unit represents a contingent right to receive one share of Veeco common stock.

F4: On March 14, 2025, the reporting person was granted the contingent right to receive 26,000 performance-based restricted stock units ("PRSUs"). This contingent right is subject to the reporting person's continued service with the Company and the achievement of three-year performance criteria, which is based on the Company's total shareholder return relative to other companies in the Russell 2000 as specified in the award agreement (the "Criteria"). Each PRSU represents the contingent right to receive one share of Veeco common stock. The award, if earned, could range from 50% to 200% of the granted PRSUs based on the achievement of the Criteria. If the Criteria are not achieved, the award will be forfeited. Subject to having been earned, vested shares will be delivered to the reporting person on the date specified in the award agreement, but in no case earlier than the third anniversary of the grant date.