{"url_path":"/sec/aeis/8-k/2026-05-18/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/927003/0001104659-26-063191-index.html","accession_number":"0001104659-26-063191","cik":"0000927003","ticker":"AEIS","issuer_name":"ADVANCED ENERGY INDUSTRIES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/927003/0001104659-26-063191-index.html","primary_entity_key":"0000927003","primary_entity_name":"ADVANCED ENERGY INDUSTRIES INC"},"word_count":534,"has_tables":true,"body_markdown":"**Item 3.02.   Unregistered Sales of Equity Securities.**\n\n \n\nThe disclosures set forth in Item 1.01 of this Current Report are incorporated\nherein by reference.\n\n \n\nThe offer and sale of the Notes to the initial purchasers were made\nin reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and for resale by the initial\npurchasers to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities\nAct. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase\nagreement pursuant to which the Company sold the Notes to the initial purchasers. Any shares of Common Stock issuable upon conversion\nof the Notes will be issued in transactions anticipated to be exempt from registration under the Securities Act pursuant to Section 3(a)(9) thereof.\n\n \n\nThe shares of Common Stock issued in the Exchange Transactions were\nissued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company relied\non this exemption from registration based in part on representations made by the exchanging holders in the Exchange Agreements.\n\n \n\n \n\n \n\n**Forward-Looking Statements**\n\n \n\nThis Current Report may contain forward-looking statements within the\nmeaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Statements\nin this Current Report that are not historical information are forward-looking statements. For example, statements relating to the Company’s\nbeliefs, expectations and plans, particularly statements about the extent, and potential effects, of the Capped Call Confirmations, the\nExchange Agreements and the Unwind Agreements, the potential dilution to the Common Stock, the conversion price for the Notes, and the\nexpected use of the proceeds from the sale of the Notes, are forward-looking statements, as are statements that certain actions, conditions,\nor circumstances will continue. The inclusion of words such as \"anticipate,\" \"expect,\" \"estimate,\" \"can,\"\n\"may,\" \"might,\" \"continue,\" \"enables,\" \"plan,\" \"intend,\" \"should,\"\n\"could,\" \"would,\" \"likely,\" \"potential,\" or \"believe,\" and similar expressions and the\nnegative versions thereof indicate forward-looking statements; however, not all forward-looking statements may contain such words or expressions.\nAlthough the Company believes that its expectations reflected in or suggested by these forward-looking statements are reasonable, it may\nnot achieve the results, performance, plans, or objectives expressed or implied by such forward-looking statements. Forward-looking statements\ninvolve risks and uncertainties, which are difficult to predict and many of which are beyond the Company’s control. Forward-looking\nstatements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially and adversely\nfrom those expressed or implied by such statements. Such risks and uncertainties are described in the Company’s Form 10-K,\nForms 10-Q and other reports and statements filed with the Securities and Exchange Commission (the “SEC”). These reports and\nstatements are available on the SEC’s website at www.sec.gov. Copies may also be obtained from the Company’s investor relations\npage at ir.advancedenergy.com or by contacting the Company’s investor relations at 970-407-6555. Forward-looking statements\nare made and based on information available to us on the date of this report, and readers are cautioned to not place undue reliance on\nforward-looking statements. We assume no obligation to update the information in this report."}