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ACM Research, Inc.

For the period ended Jun 10, 2026. Filed Apr 27, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 10, 2026 · Filed Apr 27, 2026

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ACMR$44.61+13.5%Stored close · as of Nov 6, 2026
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DEF 14A 1 acmr-2026proxystatements.htm DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to

Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant xFiled by a Party other than the Registrant o

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12

ACM Research, Inc.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

xNo fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
oFee paid previously with preliminary materials.
oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed
NOTICE OF2026 ANNUAL MEETINGOF STOCKHOLDERSandPROXY STATEMENT
2026 Annual MeetingJune 10, 20267 a.m., Pacific timeVirtual-only meeting, with webcast access atvirtualshareholdermeeting.com/ACMR2026InsideCEO’s letter to stockholders
Information on voting proposals:
Election of four directors
Ratification of appointment of independent auditor for 2026

42307 Osgood Rd, Suite IFremont, California 94539

April 27, 2026

Dear Fellow Stockholder:

It is my pleasure to invite you to attend the Annual Meeting of Stockholders of ACM Research, Inc. to be held on June 10, 2026, at 7 a.m., Pacific time. This year’s Annual Meeting will be a “virtual meeting” conducted via live audio webcast, consistent with our prior practice. Each holder of Class A or Class B common stock as of 5 p.m., Eastern time, on the record date of April 13, 2026, will be able to participate in the Annual Meeting by accessing a live webcast at virtualshareholdermeeting.com/ACMR2026 and entering the control number included on the stockholder’s Notice of Internet Availability of Proxy Materials or proxy card. Stockholders will also be able to vote their shares and submit questions via the Internet during the meeting by participating in the webcast.

During the Annual Meeting, stockholders will be asked to elect the entire board of directors and to ratify the appointment of Ernst & Young Hua Ming LLP as our independent auditor for 2026.

We are furnishing proxy materials to our stockholders over the Internet. This process expedites the delivery of proxy materials to our stockholders, lowers our costs and reduces the environmental impact of the Annual Meeting. Today we are sending to each of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement for the Annual Meeting and our 2025 Annual Report to Stockholders, as well as how to vote via proxy either by telephone or over the Internet.

It is important that you vote your shares of Class A and Class B common stock virtually or by proxy, regardless of the number of shares you own. You will find the instructions for voting on your Notice of Internet Availability of Proxy Materials or proxy card. We appreciate your prompt attention.

The board invites you to participate in the Annual Meeting so that management can listen to your suggestions, answer your questions, and discuss business developments and trends with you. Thank you for your support, and we look forward to joining you at the Annual Meeting.

Sincerely,

David H. Wang

Chief Executive Officer and President

42307 Osgood Rd, Suite IFremont, California 94539

Notice of 2026 Annual Meeting

of Stockholders

Meeting Details

When

7 a.m., Pacific time,

on June 10, 2026

Where

Webcast only, access at:

virtualshareholdermeeting.com/ACMR2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON June 10, 2026:

The Notice of 2026 Annual Meeting of Stockholders, the Proxy Statement, the 2026 Annual Report to Stockholders and instructions for voting via the Internet can be accessed at proxyvote.com.

To Stockholders of ACM Research, Inc.:

The board of directors is soliciting proxies for use at the ACM Research, Inc. 2026 Annual Meeting of Stockholders. You are receiving the enclosed proxy statement because you were a holder of Class A or Class B common stock as of 5 p.m., Eastern time, on the record date of April 13, 2026 and therefore are entitled to vote at the Annual Meeting.

You may participate in the Annual Meeting, including casting votes and submitting questions, by accessing a live webcast at virtualshareholdermeeting.com/ACMR2026 and then using the 16-digit control number provided on the Notice of Internet Availability of Proxy Materials or proxy card being delivered to you. Online check-in to the Annual Meeting will begin at 6:45 a.m., Pacific time, and stockholders are encouraged to allow time to log in to the meeting webcast and test their computer audio system. There will be no physical location for the Annual Meeting.

How to Vote in Advance

Your vote is important. Please vote as soon as possible by one of the methods shown below. Your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form should be readily available.

InternetVote from any web-enabled device at proxyvote.comTelephoneVote toll-free by calling +1.800.690.6903MailVote by mailing a signed, completed proxy card in the postage-paid, pre-addressed envelope

The Annual Meeting will be held to consider and vote upon the following proposals:

Proposal
1Election of four directors
2Ratification of appointment of independent auditor for 2026

In addition, any other business properly presented may be acted upon at the Annual Meeting. Each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to twenty votes for each proposal.

42307 Osgood Rd, Suite IFremont, California 94539

In accordance with Securities and Exchange Commission rules, we are providing stockholders with access to proxy materials on the Internet, instead of mailing printed copies. We are mailing to stockholders, commencing on or about April 27, 2026, a Notice of Internet Availability of Proxy Materials to provide:

directions for accessing and reviewing the proxy materials on the Internet and submitting a proxy over the Internet or by telephone;

instructions for requesting copies of proxy materials in printed form or by email at no charge; and

a control number for use in submitting proxies and accessing the Annual Meeting webcast.

By Order of the Board,

Mark McKechnie

Secretary

April 27, 2026

We will maintain a list of stockholders of record as of the record date at our corporate headquarters located at 42307 Osgood Road, Suite I, Fremont, California 94539 for a period of ten days prior to, and ending at the close of, the Annual Meeting. In order for us to make the list available to you quickly and safety, we recommend that you notify us by emailing investor.relations@acmrcsh.com one business day in advance of the day on which you intend to review the list. Beginning fifteen minutes prior to, and ending at the close of, the Annual Meeting, the list of our stockholders of record will be available for viewing by stockholders for any purpose germane to the meeting at virtualshareholdermeeting.com/ACMR2026.

42307 Osgood Rd, Suite IFremont, California 94539

2026 Annual Meeting of Stockholders

Proxy Statement dated April 27, 2026

ACM Research, Inc., a Delaware corporation, is furnishing this Proxy Statement and related proxy materials in connection with the solicitation by its board of directors of proxies to be voted at its 2026 Annual Meeting of Stockholders and any adjournments. ACM Research, Inc. is providing these materials to the holders of record of its Class A common stock, $0.0001 par value per share, and Class B common stock, $0.0001 par value per share, as of 5 p.m., Eastern time, on the record date of April 13, 2026 and is first mailing the materials on or about April 27, 2026.

The Annual Meeting is scheduled to be held exclusively by webcast as follows:

DateThursday, June 10, 2026Date7 a.m., Pacific timeMeeting Webcast Addressvirtualshareholdermeeting.com/ACMR2026

Your vote is important.

Please see the detailed information that follows in the Proxy Statement.

42307 Osgood Rd, Suite IFremont, California 94539

Contents

Page
2026 Proxy Summary1
Questions and Answers About the Annual Meeting5
Vote Required for Election or Approval10
Corporate Governance12
Board of Directors Overview12
Independence of Directors13
Code of Business Conduct14
Employee, Officer and Director Hedging14
Board Oversight of Risk14
Board Leadership Structure15
Audit Committee15
Nominating and Governance Committee16
Compensation Committee17
Compensation Committee Interlocks and Insider Participation17
Certain Relationships and Related-Person Transactions18
Director Compensation19
Proposal 1. Election of Directors21
Director Qualifications21
Identifying and Evaluating Nominees for Directors22
Information Concerning Nominees for Election as Directors22
Beneficial Ownership of Common Stock25
Delinquent Section 16(a) Reports28
Executive Officers29
Compensation Discussion and Analysis30
Executive Compensation40
Summary Compensation Table40
Narrative Explanation of the Summary Compensation Table41
Grants of Plan-Based Awards41
Outstanding Equity Awards at December 31, 202542
2025 Equity Award Exercises and Stock Vested43
Equity Compensation Plan Information44
CEO Pay Ratio45
Proposal 2. Ratification of Appointment of Independent Auditor for 202652
Accounting Matters54
Principal Independent Auditor Fees54
Audit Committee Pre-Approval Policies and Procedures54
Report of the Audit Committee54
Stockholder Proposals for 2026 Annual Meeting56
Delivery of Documents to Security Holders Sharing an Address56
Other Matters56
Appendix A. Rules of Conduct and Procedure for 2026 Annual MeetingA-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.