AXT, Inc. (Nasdaq: AXTI) appoints Jia-Bin Duh to its expanded board

Rhea-AI Filing Summary

AXT, Inc. expanded its Board of Directors from five to six members and appointed Jia-Bin Duh as an independent Class III director effective July 16, 2026. His term runs until the 2028 annual meeting of stockholders, and he will serve on the audit, compensation, and nominating and corporate governance committees.

Duh brings more than 30 years of senior executive and investor experience in technology and consumer sectors, particularly in Greater China, including leadership roles at Microsoft China and Cisco Systems China. He will receive an initial award of 2,500 shares of restricted stock and a prorated annual grant of 667 restricted shares, both vesting on May 14, 2027, under AXT’s existing non-employee director compensation policy, and will enter into the company’s standard indemnification agreement. AXT later announced his election in a July 22, 2026 press release.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Board size after expansion: 6 directors Initial restricted stock award: 2,500 shares Prorated annual equity grant: 667 shares +2 more

5 metrics

Board size after expansion 6 directors Number of AXT directors after the Board increased its size on July 16, 2026

Initial restricted stock award 2,500 shares Initial equity grant to Jia-Bin Duh under AXT’s non-employee director compensation policy

Prorated annual equity grant 667 shares Prorated annual restricted stock grant to Jia-Bin Duh vesting with the initial award

Vesting date for awards May 14, 2027 Scheduled vesting date for both restricted stock awards granted to Jia-Bin Duh

Leadership experience more than 30 years Duration of Jia-Bin Duh’s senior executive and investor experience in technology and consumer sectors

Key Terms

Class III Director, non-employee director compensation policy, indemnification agreement, compound semiconductor substrate wafers, +1 more

5 terms

Class III Director regulatory

"the Board elected Jia-Bin Duh to the Board as a Class III Director"

A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.

non-employee director compensation policy financial

"cash and equity compensation under the Company’s existing non-employee director compensation policy"

indemnification agreement regulatory

"Mr. Duh will enter into the Company’s standard indemnification agreement"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

compound semiconductor substrate wafers technical

"develops and manufactures high-performance compound and single element semiconductor substrate wafers"

forward-looking statements regulatory

"This press release contain certain statements that constitute “forward-looking statements”"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What board change did AXT (AXTI) announce on July 16, 2026?

AXT expanded its Board of Directors from five to six members and appointed Jia-Bin Duh as an independent Class III director, effective July 16, 2026, with his term ending at the 2028 annual meeting of stockholders.

What experience does new AXT (AXTI) director Jia-Bin Duh bring?

Jia-Bin Duh brings more than 30 years of senior executive and investor experience, including serving as President of Microsoft China and President of Cisco Systems China, plus multiple public-company board roles in Greater China’s technology and consumer sectors.

How will AXT (AXTI) compensate new director Jia-Bin Duh?

Under AXT’s non-employee director policy, Jia-Bin Duh will receive 2,500 shares of restricted stock as an initial award and a prorated annual grant of 667 restricted shares, with both awards scheduled to vest on May 14, 2027, subject to continued service.

On which board committees will Jia-Bin Duh serve at AXT (AXTI)?

Jia-Bin Duh will serve on AXT’s audit committee, compensation committee, and nominating and corporate governance committee, giving him oversight roles in financial reporting, executive pay, and board composition and governance matters.

How does AXT (AXTI) describe its core business and key end markets?

AXT develops and manufactures compound semiconductor substrate wafers, including indium phosphide, gallium arsenide, and germanium, used in applications such as AI/data center connectivity, 5G infrastructure, passive optical networks, LEDs, lasers, sensors, wireless power amplifiers, and satellite solar cells.

What is the significance of Greater China expertise for AXT (AXTI)?

AXT notes that Jia-Bin Duh’s deep understanding of the Greater China commercial and regulatory environment and his relationships in the region will support the company’s global growth and the long-term success of Tongmei, AXT’s subsidiary operating in China.

false 0001051627 0001051627 2026-07-16 2026-07-16

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): July 16, 2026

AXT, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-24085		94-3031310
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4281 Technology Drive

Fremont, California 94538

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (510) 438-4700

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

☐ Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

☐ 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:
Common Stock, $0.001 par value		AXTI		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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On July 16, 2026, the Board of Directors (the “Board”) of AXT, Inc. (the “Company”) increased the number of directors on the Board from five (5) to six (6). Immediately thereafter, the Board elected Jia-Bin Duh to the Board as a Class III Director and independent director, effective immediately. Mr. Duh’s term will expire at the Company’s annual meeting of stockholders in 2028. Mr. Duh will also serve on the audit, compensation and nominating and corporate governance committees of the Board.

Jia-Bin Duh. Mr. Duh has more than 30 years of senior executive leadership and investor experience in the technology and consumer sectors in Greater China. He currently serves as Director of Primax Electronics Ltd. (TPE: 4915), a position he has held since 2021, where he also served as Chairman and Chief Executive Officer from 2023-2024. Mr. Duh has also served as Chairman of Mobinnova Corp. from 2006-2009. Throughout his career, Mr. Duh held top leadership positions at major multinational corporations including serving as President of Cisco Systems China from 1998 to 2005 and Corporate Vice President of Cisco Systems Inc., and as President of Microsoft China from 1993 to 1998. Mr. Duh has served as an independent director of Wangfujing International Group Ltd. (SHA 600859) from 2016-2019, IDT International Limited (HK: 0167) from 2015-2018 and Huizhou Tymphany Acoustics Technology Ltd. Mr. Duh received a Bachelor of Science degree in Control Engineering from National Chiao Tung University, a Masters of Business Administration from the Kellogg School of Management at Northwestern University and a Master of Business Administration from the Hong Kong University of Science and Technology.

Mr. Duh will receive cash and equity compensation under the Company’s existing non-employee director compensation policy as described in the Company’s 2026 Proxy Statement filed with the Securities and Exchange Commission on March 31, 2026, including (i) an initial award of 2,500 shares of restricted stock and (ii) a prorated annual equity grant of 667 shares of restricted stock, with both awards to vest on May 14, 2027, subject to Mr.  Duh’s continuous service through the vesting date. In addition, Mr. Duh will enter into the Company’s standard indemnification agreement in connection with his appointment to the Board.  There are no arrangements or understandings between Mr. Duh and any other person pursuant to which Mr. Duh was elected as a director. There are no family relationships between Mr. Duh and any other director or executive officer of the Company. Except as disclosed in this Current Report, Mr. Duh has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On July 22, 2026, the Company issued a press release announcing the election of Mr. Duh to the Company’s Board. A copy of the press release is attached hereto as Exhibit 99.1.

The information in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release dated July 22, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

		AXT, INC.
Date: July 22, 2026	By:	/s/ Gary L. Fischer
		Gary L. Fischer Chief Financial Officer and Corporate Secretary

Exhibit 99.1

FOR IMMEDIATE RELEASE   Contacts: Gary Fischer Chief Financial Officer (510) 438-4700   Leslie Green                   Green Communications Consulting, LLC leslie@greencommunicationsllc.com

AXT Announces Jia-Bin Duh Appointed to AXT, Inc. Board of Directors

FREMONT, Calif., July 22, 2026 – AXT, Inc. (NasdaqGS: AXTI), a leading manufacturer of compound semiconductor wafer substrates, today announced that Jia-Bin Duh has been appointed to the AXT Board of Directors, effective July 16, 2026. The AXT Board expanded to six directors from the previous number of five.

Duh brings more than 30 years of senior executive leadership and investor experience across the technology and consumer sectors, with deep expertise in international business operations, strategic growth, and Greater China markets. Throughout his career, he has held senior leadership positions at several leading technology companies, including Hewlett-Packard, Microsoft, and Cisco Systems, where he led business expansion and operations throughout China. His executive experience operating in the region, together with his understanding of its commercial and regulatory environment, will provide valuable perspective as AXT continues to grow its global business and support the long-term success of Tongmei, the Company's subsidiary in China.

Duh currently serves as Director of Primax Electronics Ltd. (TPE: 4915), a position he has held since 2021, where he also served as Chairman and Chief Executive Officer from 2023-2024. Duh has also served as Chairman of Mobinnova Corp. from 2006-2009. Throughout his career, Duh held top leadership positions at major multinational corporations including serving as President of Cisco Systems China from 1998 to 2005 and Corporate Vice President of Cisco Systems Inc., and as President of Microsoft China from 1993 to 1998. Duh has served as an independent director of Wangfujing International Group Ltd. (SHA 600859) from 2016-2019, IDT International Limited (HK: 0167) from 2015-2018 and Huizhou Tymphany Acoustics Technology Ltd. Duh received a Bachelor of Science degree in Control Engineering from National Chiao Tung University, a Master of Business Administration from the Kellogg School of Management at Northwestern University and a Master of Business Administration from the Hong Kong University of Science and Technology.

“We are pleased to welcome Jia-Bin to the AXT Board of Directors,” said Morris Young, chief executive officer. “Jia-Bin brings exceptional leadership experience gained from building and leading businesses across Greater China for some of the world's premier technology companies. His deep understanding of the Chinese business environment, strong relationships across both the public and private sectors, and extensive public company board experience will be invaluable as we continue to execute our long-term growth strategy and expand our global leadership in compound semiconductor substrates.”

About AXT, Inc. 

AXT is a material science company that develops and manufactures high-performance compound and single element semiconductor substrate wafers comprising indium phosphide (InP), gallium arsenide (GaAs) and germanium (Ge). The company’s substrate wafers are used when a typical silicon substrate wafer cannot meet the performance requirements of a semiconductor or optoelectronic device. End markets include AI/data center connectivity, 5G infrastructure, passive optical networks, LED lighting, lasers, sensors, power amplifiers for wireless devices and satellite solar cells. AXT’s worldwide headquarters are in Fremont, California where the company maintains sales, administration and customer service functions. AXT has its Asia headquarters in Beijing, China and manufacturing facilities in three separate locations in China. In addition, as part of its supply chain strategy, the company has partial ownership in over ten companies in China producing raw materials for its manufacturing process. For more information, see AXT’s website at https://investors.axt.com.

Safe Harbor Statement

This press release contain certain statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. For example, our plans and ability to increase manufacturing capacity and to enable our industry to meet future demands and needs for our indium phosphide wafer substrates. Statements relating to our expectations regarding the receipt of export permits for our indium phosphide substrates, results of operations, market and customer demand for our products, our ability to expand our markets or increase sales, emerging applications using chips or devices fabricated on our substrates, including the use of indium phosphide wafer substrates in artificial intelligence (“AI”) applications, product yields and gross margins, expense levels, our investments in capital projects, ramping production at our sites, our ability to utilize or increase our manufacturing capacity, and our belief that we have adequate cash and investments to meet our needs are also forward-looking statements.  The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “likely,” and similar expressions and variations thereof are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These statements appear in this press release and elsewhere, include statements regarding the intent, belief or current expectations of our management that are subject to known and unknown risks, uncertainties and assumptions which could cause actual results to differ materially from those expressed or implied in the forward-looking statement. These risks, uncertainties and assumptions include, but are not limited to, the receipt of export permits for our indium phosphide substrates, the withdrawal, cancellations or requests for redemptions by private equity funds in China of their investments in Tongmei, the administrative challenges in satisfying the requirements of various government agencies in China in connection with the investments in Tongmei , geopolitical tensions between China and the United States, and other factors described and captioned “Risk Factors” in  the company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q and other filings made with the Securities and Exchange Commission. Each of these factors is difficult to predict and many are beyond the company’s control. The company does not undertake any obligation to update any forward-looking statement, as a result of new information, future events or otherwise. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 11.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB