AXT, Inc. (NASDAQ: AXTI) secures Lumentum deal with two $43.5M deposits

Rhea-AI Filing Summary

AXT, Inc. entered into a long-term Capacity Reservation Agreement with Lumentum Operations LLC for the supply of indium phosphide wafer substrates. AXT will reserve a minimum annual production capacity for Lumentum for an initial six‑year period beginning upon signing, with the arrangement described as running through December 31, 2031 and renewable in one‑year increments.

In return for this reserved capacity, Lumentum will provide AXT an initial deposit of $43,500,000 within thirty business days and a second $43,500,000 deposit with timing and terms to be set during 2028. These deposits function as shipment credits against future product purchases. If Lumentum’s yearly purchases fall below its committed volume, it must cover the shortfall, subject to exceptions for force majeure and product quality issues. If AXT fails to deliver the minimum capacity and does not cure the breach, it must refund any unused deposit, whereas upon termination for convenience or changes in demand AXT keeps unallocated deposits. Any changes to the committed capacity require written agreement by both companies.

Filing Explained

The 8-K’s contract description is expressly incomplete: the full Capacity Reservation Agreement, which governs AXT’s reserved InP capacity and Lumentum’s deposits, will be filed as an exhibit to AXT’s Form 10-Q for the quarter ending September 30, 2026.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Initial deposit: $43,500,000 Second deposit: $43,500,000 Initial term: six (6) years +3 more

6 metrics

Initial deposit $43,500,000 Initial capacity reservation deposit from Lumentum, due within thirty business days after agreement entry

Second deposit $43,500,000 Second capacity reservation deposit; timing and terms to be determined during calendar year 2028

Initial term six (6) years Period beginning upon entry into the Capacity Reservation Agreement

Agreement period end December 31, 2031 Agreement period described as running through December 31, 2031

Deposit due window thirty (30) business days Time allowed for payment of the initial $43,500,000 deposit after agreement entry

Renewal term length one (1) year Agreement may be renewed for additional one-year periods

Key Terms

Capacity Reservation Agreement, Product Capacity, Annual Purchase Commitment, force majeure, +1 more

5 terms

Capacity Reservation Agreement regulatory

"entered into a Capacity Reservation Agreement for the supply and capacity reservation"

A capacity reservation agreement is a contract where a buyer pays to reserve a portion of a supplier’s future production, shipping, storage or service capability so that the buyer is guaranteed access when needed. For investors, it signals committed future demand and can protect a company from shortages, but it also creates obligations or upfront costs that affect cash flow and risk if the reserved capacity goes unused—like pre-booking a block of hotel rooms for a future event.

Product Capacity financial

"reserve a minimum annual commitment of the Products by Lumentum (the “Product Capacity”)"

Annual Purchase Commitment financial

"falls below the committed Product Capacity for such calendar year (the “Annual Purchase Commitment”)"

force majeure regulatory

"subject to certain exceptions relating to force majeure circumstances, and/or Product quality"

Force majeure is a legal concept that refers to unexpected events beyond anyone’s control, such as natural disasters, war, or severe disruptions, that prevent a party from fulfilling their obligations. It matters to investors because it can delay or cancel agreements, affecting the timing and certainty of financial transactions and obligations. Essentially, it acts as a shield for parties facing unforeseen, uncontrollable problems.

shipment credits financial

"The deposits shall be applied as shipment credits towards the purchase of the Products"

Shipment credits are accounting or billing adjustments a seller issues that reduce the amount a buyer owes because of items shipped — for example freight allowances, rebates tied to delivery, price adjustments, or credits for damaged or returned goods. They matter to investors because they change reported sales, accounts receivable, and cash flow: frequent or large shipment credits can indicate lower net revenue per shipment, affect profit margins, and influence how sustainable reported sales figures are over time.

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

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Available on EDGAR 07/29/2026 - 04:18 PM Accepted by SEC EDGAR 07/29/2026 - 04:17 PM Learn about SEC filing dates

FAQ

What agreement did AXT (AXTI) sign with Lumentum?

AXT signed a long-term Capacity Reservation Agreement with Lumentum for indium phosphide wafer substrates. AXT commits to reserve minimum annual production capacity, while Lumentum secures priority supply backed by deposits and volume commitments running through December 31, 2031, with potential one-year renewals.

How much will Lumentum pay AXT (AXTI) under the new capacity deal?

Lumentum agreed to two deposits of $43,500,000 each. The first is due within thirty business days of signing, while timing and terms for the second will be determined during calendar year 2028. Both deposits are applied as shipment credits against future product purchases.

What is the duration of AXT's (AXTI) supply commitment to Lumentum?

AXT’s initial supply commitment lasts for a six-year period beginning upon entry into the agreement. The arrangement is described as running through December 31, 2031 and may be renewed for additional one-year periods, extending the long-term relationship if both parties agree.

What happens if Lumentum or AXT miss commitments in the AXT (AXTI) agreement?

If Lumentum’s annual purchases fall below its Annual Purchase Commitment, it must cover the shortfall, except for specified force majeure or product quality issues. If AXT fails to deliver minimum capacity and does not cure, it must refund unused deposits; in convenience terminations, AXT keeps unallocated deposits.

How are Lumentum's deposits used in the AXT (AXTI) agreement?

Both $43,500,000 deposits operate as shipment credits toward future purchases of indium phosphide substrates. As Lumentum receives product shipments, the invoiced amounts are offset against the deposit balances until they are fully exhausted, rather than functioning as separate service or access fees.

What product is covered by the AXT (AXTI) agreement with Lumentum?

The agreement covers indium phosphide (InP) wafer substrates supplied by AXT. These high-performance compound semiconductor wafers are used where silicon cannot meet device requirements, serving end markets such as data center connectivity, 5G infrastructure, optical networks, lasers, and other optoelectronic applications.

false 0001051627 0001051627 2026-07-26 2026-07-26

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 26, 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))

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. ☐

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

Item 1.01 Entry into a Material Definitive Agreement.

On July 26, 2026, AXT Inc., a Delaware corporation, (the “Registrant”, and collectively with its affiliates, “AXT”) and Lumentum Operations LLC, a Delaware limited liability company (collectively with its affiliates, “Lumentum”) entered into a Capacity Reservation Agreement (the “Agreement”) for the supply and capacity reservation of indium phosphide (“InP”) wafer substrates (the “Products”). Under the terms of the Agreement, AXT has agreed to reserve a minimum annual commitment of the Products by Lumentum (the “Product Capacity”) for a six (6) year period beginning upon entry into the Agreement and to support any additional capacity that may be required. The Agreement may be renewed for additional one (1) year periods.

In consideration for the reservation of the Product Capacity, Lumentum has agreed to pay AXT (i) an initial deposit of $43,500,000, due within thirty (30) business days after entry into the Agreement, and (ii) a second deposit of $43,500,000, with the timing and terms surrounding payment to be subsequently determined during calendar year 2028. The deposits shall be applied as shipment credits towards the purchase of the Products, until such deposit is exhausted. In the event that Lumentum’s actual purchase quantity during any calendar year falls below the committed Product Capacity for such calendar year (the “Annual Purchase Commitment”), subject to certain exceptions relating to force majeure circumstances, and/or Product quality and non-conformance issues, Lumentum shall be responsible for the shortfall between the Annual Purchase Commitment and the quantity actually purchased. In addition, failure to deliver the minimum annual Product Capacity by AXT shall constitute a material breach and should AXT fail to cure such breach, AXT will be required to refund to Lumentum the portion of deposit, as applicable, that has not previously been applied as shipment credits. However, upon termination for convenience or changes in demand, AXT will retain any unallocated deposit amounts. Any modifications to the Product Capacity may only be made in writing executed by both parties.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which will be filed as an exhibit to the Registrant’s quarterly report on Form 10-Q for the period ended September 30, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated July 29, 2026
104		Cover Page Interactive Data File (formatted as inline XBRL)

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.
	By:	/s/ Gary L. Fischer
Date: July 29, 2026		Gary L. Fischer
		Chief Financial Officer and Corporate Secretary

Exhibit 99.1 

FOR IMMEDIATE RELEASE   Contacts: Gary L. Fischer          Chief Financial Officer gfischer@axt.com   Leslie Green                   Green Communications Consulting, LLC leslie@greencommunicationsllc.com

AXT, Inc. Announces Long-Term Supplier Agreement with Lumentum

FREMONT, Calif., July 29, 2026 – AXT, Inc. (Nasdaq: AXTI), a leading manufacturer of compound semiconductor substrates, today announced that it entered into a definitive agreement with Lumentum Operations, LLC for the supply and capacity reservation of indium phosphide wafer substrates.

“We are very pleased to announce an agreement with Lumentum and to be a key supplier to their indium phosphide requirements over the coming years,” said Morris Young, chief executive officer of AXT, Inc.

Under the terms of the agreement, AXT has agreed to reserve a minimum annual commitment of indium phosphide by Lumentum for a period beginning upon entry into the agreement, running through December 31^st, 2031, and to support any additional capacity that may be required. In consideration for the reservation of the product capacity, Lumentum has agreed to pay AXT an initial deposit of $43,500,000, due within thirty business days after entry into the agreement, and a second deposit of $43,500,000, with the timing and terms surrounding payment to be subsequently determined during calendar year 2028. The deposits shall be applied as shipment credits towards the purchase of the products, until such deposit is exhausted.

For more details, please see the company’s filings on Form 8-K.

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 5G infrastructure, data center connectivity, 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 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 contains 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 entry into a definitive agreement with Lumentum, our ability to meet the terms of this agreement, and our ability to meet Lumentum’s future demands and needs for our indium phosphide wafer substrates. Please refer to the company’s filings made with the Securities and Exchange Commission for more information on these 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.

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Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 8.9 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