ASML Holding N.V.

Defendant ASML Holding N.V. (“ASML”) is the world’s leading supplier of advanced photolithography machines and the most valuable company in Europe. ASML has a monopoly on the double-decker-bus-sized machines necessary for the production of the most advanced microchips, or semiconductors. This securities action arises out of ASML’s false and misleading statements regarding the Company’s 2025 financial guidance of €30-40 billion, which relied heavily on the state of the global semiconductor market, the prospects for the development of new semiconductor fabrication facilities (or “fabs”), and the sustainability of the Company’s demand in China.

On May 15, 2025, Plaintiffs filed a 119-page complaint on behalf of a putative class of investors alleging that Defendants ASML, President and Chief Executive Officer Cristophe Fouquet, Executive Vice President and Chief Financial Officer Roger Dassen, former President and Chief Executive Officer Peter Wennink, and Vice President of Investor Relations and Head of Worldwide Investment Relations Skip Miller, violated Sections 10(b), 20(a), and 20A of the Exchange Act.

In November 2022, ASML announced to investors that the Company would achieve remarkable growth in 2025, increasing revenue from €21.2 billion in 2022 to €30-40 billion in 2025, and increasing its gross margin from 50.5% in 2022 to 54%-56% in 2025. ASML issues its financial guidance several years ahead to accommodate the long lead times for production and delivery of its products, which can be up to 18 months or longer for its most advanced machines. ASML cannot recognize revenue until its machines are delivered to customers, and as a consequence the market understands that ASML has deep and accurate insight into customer needs years in advance. Investor faith in ASML’s guidance was bolstered by the fact that ASML had never yet missed its guidance.

The announcement of ASML’s 2025 guidance came amid a number of global challenges for the Company’s business. First, in 2022 the United States government was pushing for tighter export restrictions on the export of photolithography machines to China. Export restrictions already prevented ASML from selling its most advanced technology to China, but the threatened new restrictions would also bar the sale of its less advanced technology. Even with the existing restrictions in place, China remained the Company’s third largest market. In March 2023, the Dutch government announced plans to implement new export restrictions on sales of ASML’s less advanced machines to China.

Simultaneously, a global downturn in the semiconductor industry in 2023 further threatened ASML’s ability to meet its guidance. Despite this confluence of challenges, ASML continued to affirm its 2025 guidance.

On the first day of the Class Period, January 24, 2024, Defendants announced that ASML had generated €27.6 billion in revenue for 2023, in large part due to a 250% increase in China revenue, with sales to Chinese customers reaching €7.2 billion, up from €2.916 billion in 2022. Defendants guided investors to expect that China demand would continue to grow for 2025. Defendants emphasized that China demand was sustainable and not vulnerable to export restrictions. During the investor call the same day, analysts brought up that the market consensus for ASML’s 2025 revenue had come down to the “lower end” of the €30-40 billion range. In response, Defendant Wennink assured investors that 2025 revenue would not land in the low end of the range. Defendants pointed to China and the high number of orders expected for its most advanced machines from companies like Intel and Samsung. On the basis of these assurances, numerous analysts upgraded their price targets for ASML.

Throughout the Class Period, Defendants continued to insist that revenue from sales to China were robust and sustainable, and that the revenue was not coming from customers rushing to buy ASML’s machines before threatened export restrictions went into effect. Concurrently, ASML was assuring investors that the global semiconductor industry was in recovery and that ASML would generate significant revenue from sales to its large customers for machines to go in new fabs for advanced microchip production. Defendants consistently emphasized their deep and accurate insight into customer demand, and repeatedly affirmed that the Company would land in the upper range of its €30-40 billion guidance.

Unbeknownst to investors, ASML’s sales to China were not sustainable and were, in fact, the result of customers stockpiling machines due to the fear of tighter export restrictions. In addition, the decline in demand for ASML’s advanced machines due to the global downturn resulted in ASML fulfilling its backlog of orders to China much more quickly that anticipated. As a result, ASML was cannibalizing its future China revenue. In addition, contrary to Defendants’ assurances about an upturn in the global semiconductor market, ASML’s key customers, such as Intel and Samsung, were shutting down their existing photolithography machines due to low utilization and delaying or cancelling plans to build new fabs.

The truth was revealed to investors through a series of disclosures in October 2024, resulting in significant stock price declines (nearly $200 per share, or 20%) and damages to investors.

Defendants filed a motion to dismiss the Complaint on July 25, 2025, which was fully briefed on November 24, 2025. On March 27, 2026 Judge Buchwald entered an opinion largely denying Defendants’ motion. Defendants have filed a motion for reconsideration of the decision, which is fully briefed and pending. In the meanwhile, Defendants answered the Complaint.