Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On May 18, 2026, Advanced Energy Industries, Inc. (the "Company") completed its previously announced private unregistered offering of $1.15 billion aggregate principal amount of its 0% Convertible Senior Notes due 2031 (the "Notes"), which amount includes the full exercise of the initial purchasers' option to purchase up to $150.0 million aggregate principal amount of additional Notes.

Indenture and Notes

The Notes were issued under an Indenture (the "Indenture"), dated as of May 18, 2026, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The Indenture provides, among other things, that the Notes will not bear regular interest, and the principal amount of the notes will not accrete. The Notes will mature on May 15, 2031, unless earlier repurchased or redeemed by the Company or converted pursuant to their terms.

The Company received net proceeds from the offering of the Notes of approximately $1,128.1 million, after deducting the initial purchasers' discounts and after deducting offering expenses payable by the Company. The Company used $69.0 million of the net proceeds from the offering to pay the cost of the Capped Call Confirmations entered into in connection with the offering, as described below. In addition, the Company paid approximately $442.4 million of the net proceeds from the offering and issued approximately 1.98 million shares of the Company's common stock, par value $0.001 per share ("Common Stock"), collectively, in exchange for approximately $438.3 million aggregate principal amount of its previously issued 2.50% Convertible Senior Notes due 2028 (the "2028 Convertible Notes"), as described below. The Company intends to use the remainder of the net proceeds from the offering for general corporate purposes.

The Company may not redeem the Notes prior to May 21, 2029, except in the event of a cleanup redemption as described below. The Company may redeem for cash all or any portion of the Notes, at the Company's option at any time and from time to time, on or after May 21, 2029 if the last reported sale price of the Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any consecutive 30 trading-day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides the related notice of optional redemption (an "Optional Redemption"). In addition, the Company may redeem for cash, all but not less than all, of the Notes at any time if the amount of the Notes that remains outstanding is less than 25% of the aggregate principal amount of the Notes initially issued under the Indenture (a "Cleanup Redemption"). The redemption price for any Optional Redemption or Cleanup Redemption will be 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the relevant redemption date. No sinking fund is provided for the Notes.

Prior to the close of business on the business day immediately preceding February 15, 2031, holders of the Notes may convert their Notes at their option only under the following circumstances: (i) during the 30 trading day period beginning on, and including, the 21st trading day of any fiscal quarter commencing after the fiscal quarter ending on June 30, 2026, if the last reported sale price per share of the Common Stock exceeds 130% of the conversion price for each of at least five trading days (whether or not consecutive) during the first 20 trading days of such fiscal quarter (ii) during the five-business day period after any five-consecutive trading day period (the "measurement period") in which the trading price (as defined below) per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate on each such trading day; (iii) if the Company calls any or all of the Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (iv) upon the occurrence of specified corporate events. On or after February 15, 2031, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances.

Upon conversion, the Company will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of Common Stock or a combination of cash and Common Stock at the Company's election, in respect of the remainder, if any, of the Company's conversion obligation in excess of the aggregate principal amount of the Notes being converted. The initial conversion rate is 1.9655 shares of Common Stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $508.78 per share). The conversion rate is subject to adjustment upon the occurrence of certain specified events as set forth in the Indenture. In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption, the Company will increase, in certain circumstances, the conversion rate for a holder who elects to convert its Notes in connection with such corporate event or notice of redemption. The maximum number of shares of Common Stock issuable in connection with the conversion of the Notes is 3,390,430.