AXT (NASDAQ: AXTI) prices $550M stock sale to fund InP capacity expansion

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

AXT, Inc. entered into an underwriting agreement for a public offering of 8,560,311 shares of common stock at $64.25 per share, targeting gross proceeds of about $550 million before expenses. Underwriters have a 30-day option to buy up to 1,284,046 additional shares, which would raise total gross proceeds to roughly $632.5 million.

The cash is intended mainly to fund Beijing Tongmei Xtal Technology Co., Ltd. as it expands indium phosphide substrate capacity, along with research and development, working capital and general corporate purposes. A 60-day lock-up applies to directors and executive officers, and the deal uses AXT’s automatic shelf registration on Form S-3.

Insights

AXT is raising sizable equity to fund indium phosphide capacity expansion.

AXT has priced an underwritten common stock offering of 8,560,311 shares at $64.25 per share, for expected gross proceeds of about $550 million. A 30-day option for 1,284,046 additional shares could lift gross proceeds to roughly $632.5 million.

The transaction is a primary equity raise under an automatic shelf registration, so cash flows directly to the company rather than selling holders. Stated uses focus on supporting Beijing Tongmei Xtal Technology Co., Ltd.’s increased indium phosphide substrate capacity, research and development, and general corporate needs.

The 60-day lock-up for directors and executive officers limits near-term insider sales, which can help trading stability around the deal. Future disclosures in periodic reports can show how quickly the new capital translates into added capacity and revenue from end markets such as 5G and data center connectivity.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 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 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Base shares offered: 8,560,311 shares Offering price: $64.25 per share Gross proceeds (base): $550 million +4 more

7 metrics

Base shares offered 8,560,311 shares Underwritten public offering of common stock

Offering price $64.25 per share Public price for AXT common stock in the deal

Gross proceeds (base) $550 million Expected gross proceeds before expenses for base shares

Overallotment shares 1,284,046 shares 30-day underwriters’ option at public offering price

Gross proceeds with option $632.5 million Aggregate gross proceeds if option fully exercised

Lock-up period 60 days Duration after prospectus supplement date for insider lock-up

Automatic shelf reference Form S-3, No. 333-295188 Registration statement used for the offering

Key Terms

Underwriting Agreement, automatic shelf registration statement, Lock-Up Agreement, overallotment option, +1 more

5 terms

Underwriting Agreement financial

"AXT, Inc. entered into an underwriting agreement with Northland Securities, Inc."

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

automatic shelf registration statement regulatory

"The Shares are being sold pursuant to the Company’s automatic shelf registration statement on Form S-3"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

Lock-Up Agreement financial

"Each of the Company’s executive officers and directors has entered into a lock-up agreement"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

overallotment option financial

"a 30-day option to purchase up to 1,284,046 additional shares of common stock"

An overallotment option (often called a "greenshoe") is a pre-arranged allowance for underwriters to sell or buy up to a specified extra percentage of a company’s shares during an offering to meet unexpected demand or support the share price. Think of it as a short-term buffer: it helps reduce wild swings right after shares start trading but can slightly increase the total shares outstanding if the option is exercised, which matters to investors because it affects supply, price stability, and potential dilution.

indemnification obligations regulatory

"The Underwriting Agreement contains representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations"

A company's indemnification obligations are promises it has made to cover certain losses, legal costs, or damages that another party might suffer because of the company’s actions or events tied to a deal. Think of it like a guarantee or built-in insurance: if something goes wrong, the company must step in and pay. For investors this matters because these potential payouts create contingent liabilities that can reduce cash, raise legal exposure, and affect a company’s value and risk profile.

Offering Details

shelf

Offering

Offering Type shelf

Use of Proceeds Support Beijing Tongmei Xtal Technology Co., Ltd. indium phosphide capacity expansion, fund R&D, working capital and general corporate purposes.

Understanding 8-K Material Events →

04/21/2026 - 07:05 AM

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): April 20, 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.

Underwriting Agreement

On April 21, 2026, AXT, Inc., a Delaware corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Northland Securities, Inc., as representative of the underwriters named therein (the “Underwriters”) related to the offer and sale of shares of the Company’s common stock (the “Offering”). The Underwriting Agreement provides for the offer and sale by the Company, and the purchase by the Underwriters, of 8,560,311 shares of the Company’s common stock (the “Base Shares”) at a price to the public of $64.25 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 1,284,046 additional shares of common stock (the “Option Shares” and, together with the Base Shares, the “Shares”) at the public offering price. The Offering is anticipated to close on April 22, 2026 (the “Closing Date”), subject to customary closing conditions. The gross proceeds to the Company from the Offering for the Base Shares are expected to be approximately $550 million, before deducting underwriting discounts and commissions and other offering expenses. If the Option Shares are fully exercised, the Company expects to receive aggregate gross proceeds of approximately $632.5 million, before deducting underwriting discounts and commissions and other offering expenses.

Northland Securities, Inc. is acting as sole bookrunner for the Offering. Needham & Company, B. Riley Securities, Craig-Hallum Capital Group LLC and Wedbush Securities Inc. are acting as co-managers for the Offering.

The Company intends to use the net proceeds from the Offering primarily to financially support its subsidiary Beijing Tongmei Xtal Technology Co., Ltd. in its efforts to increase its capacity to produce indium phosphide substrates for export worldwide, for research and development of new or improved products, and for working capital and general corporate purposes.

The Underwriting Agreement contains representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), as well as other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for the purposes of such agreements and as of the specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

The Shares are being sold pursuant to the Company’s automatic shelf registration statement on Form S-3 (Registration Statement No. 333-295188), which became effective on April 20, 2026, with the Securities and Exchange Commission pursuant to Rule 462(e) of the Securities Act, including the base prospectus contained therein, and the prospectus supplement dated April 21, 2026 to be filed with the Commission on April 21, 2026 (the “Prospectus Supplement”).

Lock-Up Agreement

Each of the Company’s executive officers and directors has entered into a lock-up agreement (the “Lock-Up Agreement”) pursuant to which each has agreed, subject to certain exceptions set forth therein, not to dispose of or hedge any shares of common stock of the Company or securities convertible into or exchangeable for shares of common stock during the period from the date of the Lock-Up Agreement continuing through the close of business sixty (60) days after the date of the Prospectus Supplement.

The foregoing descriptions of the Underwriting Agreement and the Lock-Up Agreement do not purport to be complete and are qualified in their entirety by the full texts of the Underwriting Agreement and the form of the Lock-Up Agreement, copies of which are attached hereto as Exhibit 1.1 and Exhibit 10.1, respectively, and are incorporated by reference herein.

A copy of the legal opinion issued by the Company’s legal counsel relating to certain legal matters in connection with the Offering and the validity of the securities offered by the Prospectus Supplement is filed as Exhibit 5.1 to this Current Report and incorporated by reference into the Prospectus Supplement.

This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 8.01 Other Events.

Press Releases

On April 20, 2026, the Company issued a press release announcing the launch of the Offering, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.

On April 21, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is furnished as Exhibit 99.2 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

1.1		Underwriting Agreement dated April 21, 2026, between Northland Securities, Inc. and AXT, Inc.
5.1		Legal Opinion of Lewis Brisbois Bisgaard & Smith LLP
10.1		Form of Lock Up Agreement
23.1		Consent of Lewis Brisbois Bisgaard & Smith LLP (Contained in Exhibit 5.1)
99.1		Press release dated April 20, 2026
99.2		Press release dated April 21, 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: April 21, 2026		Gary L. Fischer
		Chief Financial Officer and Corporate Secretary

Exhibit 99.1

AXT Announces Public Offering of Common Stock

4/20/2026

FREMONT, Calif. -- (BUSINESS WIRE) -- AXT, Inc. (NasdaqGS: AXTI) (“AXT” or the “Company”), a leading manufacturer of compound semiconductor wafer substrates, today, announced today that it intends to offer and sell shares of common stock in a public offering. In connection with the offering, the Company also expects to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of common stock offered in the public offering price, less the underwriting discounts (the “Overallotment Option”). The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

The Company intends to use the net proceeds from the offering primarily to financially support our subsidiary Beijing Tongmei Xtal Technology Co., Ltd. in its efforts to increase its capacity to produce indium phosphide substrates for export worldwide, for research and development of new or improved products, and for working capital and for general corporate purposes.

Northland Capital Markets is acting as sole bookrunner for this offering. Needham & Company, B. Riley Securities, Inc., Craig-Hallum Capital Group LLC and Wedbush Securities Inc. are acting as co-managers for this offering.

An effective shelf registration statement on Form S-3ASR relating to the securities offered in the public offering described above was filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2026. The offering will be made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. A final prospectus supplement and accompanying prospectus will be filed with the SEC. Copies of the final prospectus supplement and the accompanying prospectus, when available, may also be obtained from Northland Capital Markets, 150 South Fifth Street, Suite 3300, Minneapolis, MN 55402, Attention: Heidi Fletcher, by telephone at (612) 851-4918 or by visiting the SEC’s website located at http://www.sec.gov. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.

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 (silicon photonics), 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 Forward-Looking Statements

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Such statements include, but are not limited to, statements relating to the expected timing of the offering and the satisfaction of customary closing conditions related to the offerings, our intended use of proceeds from the offering and production expansion plans. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are set forth 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. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

Contact:

Gary Fischer

Chief Financial Officer

(510) 438-4700

Leslie Green

Green Communications Consulting, LLC

leslie@greencommunicationsllc.com

Exhibit 99.2

AXT Announces Pricing of $550 Million Public Offering of Common Stock

4/21/2026

FREMONT, Calif. -- (BUSINESS WIRE) -- AXT, Inc. (NasdaqGS: AXTI) (“AXT” or the “Company”), a leading manufacturer of compound semiconductor wafer substrates, today, announced today the pricing of an underwritten public offering of 8,560,311 shares of common stock at a price to the public of $64.25 per share. The gross proceeds from the offering to the Company are expected to be approximately $550 million, before deducting underwriting discounts and commissions and other offering expenses. In addition, the Company granted the underwriter a 30-day option to purchase up to 1,284,046 additional shares of common stock at the public offering price, less the underwriting discounts (the “Overallotment Option”). If the Overallotment Option is fully exercised, the Company expects to receive aggregate gross proceeds of approximately $632.5 million, before deducting underwriting discounts and commissions and other offering expenses. The offering is expected to close on or about April 22, 2026, subject to customary closing conditions.

Northland Capital Markets is acting as sole bookrunner for this offering. Needham & Company, B. Riley Securities, Craig-Hallum Capital Group LLC and Wedbush Securities Inc. are acting as co-managers for this offering.

An effective shelf registration statement on Form S-3ASR relating to the securities offered in the public offering described above was filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2026 (File No. 333-295188). The offering will be made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. A final prospectus supplement and accompanying prospectus will be filed with the SEC. Copies of the final prospectus supplement and the accompanying prospectus, when available, may also be obtained from Northland Capital Markets, 150 South Fifth Street, Suite 3300, Minneapolis, MN 55402, Attention: Heidi Fletcher, by telephone at (612) 851-4918 or by visiting the SEC’s website located at http://www.sec.gov. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

About AXT, Inc.

Safe Harbor Forward-Looking Statements

Contact:

Gary Fischer

Chief Financial Officer

(510) 438-4700

Leslie Green

Green Communications Consulting, LLC

leslie@greencommunicationsllc.com

Source: View Original Filing on SEC EDGAR

FAQ

What is AXT (AXTI) announcing in this Form 8-K?

AXT is disclosing an underwritten public offering of common stock. The company agreed to sell 8,560,311 shares at $64.25 per share, with an option for 1,284,046 additional shares, using an automatic shelf registration to raise primary capital for its business.

How much money will AXT (AXTI) raise from this stock offering?

AXT expects gross proceeds of about $550 million from selling 8,560,311 shares. If underwriters fully exercise the 1,284,046-share overallotment option, aggregate gross proceeds would be approximately $632.5 million, both figures before underwriting discounts, commissions and other offering expenses.

What price did AXT (AXTI) set for the new common shares?

The underwritten offering is priced at $64.25 per share of AXT common stock. This fixed public offering price applies to the 8,560,311 base shares and any overallotment shares purchased by the underwriters, excluding underwriting discounts, commissions and offering-related expenses borne by the company.

How will AXT (AXTI) use the proceeds from the equity raise?

AXT plans to use net proceeds primarily to support subsidiary Beijing Tongmei Xtal Technology Co., Ltd. in expanding indium phosphide substrate capacity. Additional uses include research and development of new or improved products, plus working capital and general corporate purposes to support ongoing operations.

What lock-up restrictions apply to AXT (AXTI) insiders in this deal?

AXT’s executive officers and directors signed lock-up agreements restricting most sales or hedging of company common stock. These restrictions run from the lock-up date through 60 days after the date of the prospectus supplement, subject to specific exceptions detailed in the lock-up agreement language.

Which banks are managing AXT’s (AXTI) common stock offering?

Northland Securities, Inc., through Northland Capital Markets, is acting as sole bookrunner for the AXT offering. Needham & Company, B. Riley Securities, Craig-Hallum Capital Group LLC and Wedbush Securities Inc. are serving as co-managers, helping distribute the shares to institutional and other investors.

AXT (NASDAQ: AXTI) prices $550M stock sale to fund InP capacity expansion

Rhea-AI Filing Summary

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