ACM Research (NASDAQ: ACMR) sets RMB 160 price for 4.8M Shanghai shares

Rhea-AI Filing Summary

ACM Research, Inc. announced that its operating subsidiary, Research (Shanghai), Inc., has set a preliminary transfer price for a planned sale of 4,801,648 shares on the Shanghai Stock Exchange through an inquiry-based share transfer plan.

The preliminarily determined price is RMB 160.00 (approximately $23.05) per share, based on quotations from 38 institutional investors. The actual number of shares sold, sale prices, and aggregate proceeds may vary and are subject to market conditions, completion of settlement procedures in China, and other listed risks.

Insights

Equity capital markets analyst

ACM Research sets a preliminary price for selling Shanghai subsidiary shares, but actual sale size and proceeds remain uncertain.

ACM Research, Inc. plans to sell 4,801,648 shares of its operating subsidiary, Research (Shanghai), Inc., on the Shanghai Stock Exchange via an inquiry-based transfer plan. A preliminary transfer price of RMB 160.00 (approximately $23.05) per share was set after an inquiry process with 38 institutional investors.

This event outlines potential monetization of part of the Shanghai subsidiary but stops short of confirming how many shares will ultimately be sold or the total proceeds. The disclosure highlights that outcomes depend on market conditions, judicial or enforcement actions, and completion of settlement through the China Securities Depository and Clearing Corporation Limited, Shanghai Branch.

The company emphasizes these are forward-looking statements based on current intentions and expectations. Future company filings or local exchange announcements around the February 2, 2026 Pricing Notice and subsequent execution of the transfer plan may clarify actual shares sold and proceeds realized.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2026

ACM Research, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware			001-38273			94-3290283
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

42307 Osgood Road, Suite I Fremont, California			94539
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: (510) 445-3700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

ACMR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01 Other Events.

As previously disclosed, on January 30, 2026, ACM Research (Shanghai), Inc. (“ACM Shanghai”), the operating subsidiary of ACM Research, Inc. (the “Company”) issued a notice to the Shanghai Stock Exchange (the “SSE”) that the Company intends to sell 4,801,648 shares (the “Shares”) of ACM Shanghai through an inquiry-based share transfer plan (the “Plan”). On February 2, 2026, ACM Shanghai issued a subsequent notice (the “Pricing Notice”) to the SSE announcing RMB 160.00 (approximately $23.05) as the preliminarily determined transfer price per Share to be sold under the Plan. The price was determined through an inquiry-based quotation process involving a total of 38 institutional investors. A copy of the Pricing Notice is attached as Exhibit 99.1 hereto.

The information in this Current Report on Form 8-K, including Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended.

This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties. These risks and uncertainties include the number of Shares the Company may sell under the Plan (if any), the prices at which such Shares may be sold, the aggregate proceeds to the Company from such sales, market conditions, judicial freezing, enforcement, compulsory disposition, completion of the sale of the Shares through the China Securities Depository and Clearing Corporation Limited, Shanghai Branch, and other risks detailed from time to time in the Company’s periodic reports and other filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company’s current intentions, expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or update any forward-looking statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except as required by law.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit						Description
99.1* 104						ACM Research (Shanghai), Inc. Indicative Announcement of the Pricing of Shareholder Inquiry-Based Transfer, submitted by ACM Research, Inc. to the Shanghai Stock Exchange on February 2, 2026. Cover Page Interactive Data File (embedded within the XBRL document)

* Unofficial English translation of original document prepared in Mandarin Chinese.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

ACM RESEARCH, INC.

By:    /s/ Mark McKechnie________________________

    Mark McKechnie

Chief Financial Officer and Treasurer

Dated: February 3, 2026

3

FAQ

What did ACMR disclose about its Shanghai subsidiary share sale?

ACM Research disclosed that its subsidiary, Research (Shanghai), Inc., plans to sell 4,801,648 shares on the Shanghai Stock Exchange under an inquiry-based transfer plan. A preliminary transfer price of RMB 160.00 (approximately $23.05) per share was set via a quotation process with institutional investors.

What is the preliminary share transfer price set by ACMR for Shanghai?

The preliminary transfer price for Research (Shanghai), Inc. shares is RMB 160.00, approximately $23.05, per share. This price was determined through an inquiry-based quotation process that involved 38 institutional investors and was disclosed in a notice to the Shanghai Stock Exchange.

How many Research (Shanghai), Inc. shares may ACMR sell under the plan?

The company intends to sell 4,801,648 shares of Research (Shanghai), Inc. under an inquiry-based share transfer plan. However, the actual number of shares sold, if any, could differ, as outcomes depend on pricing, market conditions, and completion of settlement procedures in China.

What risks did ACMR highlight regarding the Shanghai share transfer plan?

ACM Research highlighted risks including the actual number of shares sold, the prices achieved, aggregate proceeds, market conditions, judicial freezing, enforcement, compulsory disposition, and completion of settlement through the China Securities Depository and Clearing Corporation Limited, Shanghai Branch, as well as other risks in its SEC reports.

Is ACMR’s Shanghai pricing notice considered filed or furnished with the SEC?

The pricing notice, attached as Exhibit 99.1, is considered furnished rather than filed for purposes of Section 18 of the Securities Exchange Act of 1934. It is also not deemed incorporated by reference into other ACM Research Securities Act filings.

Who signed ACMR’s disclosure about the Shanghai share transfer pricing?

The disclosure was signed on behalf of ACM Research, Inc. by Mark McKechnie, who serves as Chief Financial Officer and Treasurer. His signature indicates the company’s authorization of the report describing the Shanghai subsidiary’s indicative share transfer pricing notice.