Director Tracy Liu reports restricted and annual equity awards in AXT INC (NASDAQ: AXTI)

Rhea-AI Filing Summary

AXT Inc director Tracy Liu filed an initial ownership report showing equity awards in the company’s common stock. The filing lists two direct holdings: 726 shares and 2,500 shares of common stock. Footnotes explain these positions represent an initial restricted stock award and a prorated annual equity grant, each scheduled to vest on May 14, 2027, if Liu continues service through that date.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Liu Tracy

Role null

Type	Security	Shares	Price	Value
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 2,500 shares (Direct, null)

Footnotes (1)

1. Represents an initial award of restricted stock and vests on May 14, 2027, subject to the Reporting Person's continuous service through the vesting date. Represents a prorated annual equity grant of common stock and vests on May 14, 2027, subject to the Reporting Person's continuous service through the vesting date.

Key Figures

Initial holding 1: 726 shares Initial holding 2: 2,500 shares Vesting date: May 14, 2027

3 metrics

Initial holding 1 726 shares Direct common stock reported on Form 3

Initial holding 2 2,500 shares Direct common stock reported on Form 3

Vesting date May 14, 2027 Vesting for restricted and prorated annual equity awards

Key Terms

restricted stock, prorated annual equity grant, continuous service, beneficial ownership

4 terms

restricted stock financial

"Represents an initial award of restricted stock and vests on May 14, 2027"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

prorated annual equity grant financial

"Represents a prorated annual equity grant of common stock and vests on May 14, 2027"

continuous service financial

"subject to the Reporting Person's continuous service through the vesting date"

beneficial ownership financial

"Represents an initial award of restricted stock and vests on May 14, 2027"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

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Available on EDGAR 06/24/2026 - 07:04 PM Accepted by SEC EDGAR 06/24/2026 - 07:03 PM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
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hours per response:			0.5

1. Name and Address of Reporting Person^*

Liu Tracy

(Last) (First) (Middle)

4281 TECHNOLOGY DR.

(Street)

FREMONT CALIFORNIA 94538

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
06/17/2026

3. Issuer Name and Ticker or Trading Symbol
AXT INC [ AXTI ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,500(1)	D
Common Stock	726(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents an initial award of restricted stock and vests on May 14, 2027, subject to the Reporting Person's continuous service through the vesting date.

2. Represents a prorated annual equity grant of common stock and vests on May 14, 2027, subject to the Reporting Person's continuous service through the vesting date.

Remarks:

Exhibit 24.1 – Power of Attorney (CE)

	/s/ Jeff Sensiba, Attorney-in-Fact	06/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Tracy Liu’s Form 3 filing for AXT INC (AXTI) show?

The Form 3 shows initial beneficial ownership by director Tracy Liu in AXT common stock. It lists two direct equity awards totaling 726 and 2,500 shares, with vesting tied to continued service through May 14, 2027.

How many AXT INC (AXTI) shares does Tracy Liu report on Form 3?

Tracy Liu reports two direct holdings of AXT common stock: 726 shares and 2,500 shares. Footnotes state these positions reflect an initial restricted stock award and a prorated annual equity grant subject to vesting on May 14, 2027.

Are Tracy Liu’s AXT INC (AXTI) equity awards immediately vested?

No, the awards are subject to vesting. One footnote describes an initial restricted stock award, and another describes a prorated annual equity grant, both vesting on May 14, 2027, contingent on continuous service through that vesting date.

What is the nature of the 726-share award reported by Tracy Liu at AXT INC (AXTI)?

The 726-share position represents an initial award of restricted stock. According to the footnote, this restricted stock vests on May 14, 2027, provided Tracy Liu continues to serve in her role through the vesting date.

What does the 2,500-share holding in AXT INC (AXTI) represent for Tracy Liu?

The 2,500-share holding represents a prorated annual equity grant of common stock. A footnote states this grant also vests on May 14, 2027, assuming Tracy Liu maintains continuous service with the company through that date.

Does Tracy Liu’s Form 3 indicate any AXT INC (AXTI) stock purchases or sales?

The Form 3 does not report buy or sell transactions. It records initial beneficial ownership in common stock through restricted and prorated annual equity awards that are scheduled to vest on May 14, 2027, subject to continued service.