AXT CFO Gary L. Fischer receives 8,524-share grant

The award was made for past services and remains subject to the terms of a restricted stock agreement.

Available on EDGAR 10/29/2026 - 08:04 PM EDT Accepted by SEC EDGAR 10/29/2026 - 08:04 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

AXT Inc. CFO Gary L. Fischer received a grant of 8,524 shares of common stock on October 27, 2026, under the issuer’s 2025 Equity Incentive Plan, in consideration for past services. The grant is subject to a restricted stock agreement; his reported direct holdings following the grant were 199,802 shares.

Insider Trade Summary

Grant/Award: 8,524 shares

Grant/Award 1 txn

Insider FISCHER GARY L

Role CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	8,524	$0.00	$0.00

Holdings After Transaction: Common Stock — 199,802 shares (Direct)

Holdings Before and After: Common Stock, 191,278 to 199,802 shares (Direct)

Footnotes (1)

1. F1. Represents a grant of restricted stock under the Issuer's 2025 Equity Incentive Plan on October 27, 2026 (the "Grant Date"), in a transaction exempt under Rule 16b-3, in consideration for past services rendered by the Reporting Person. The grant is subject to the terms of a restricted stock agreement.

Key Figures

Shares granted: 8,524 shares Direct shares held after grant: 199,802 shares Grant date: October 27, 2026

3 metrics

Shares granted 8,524 shares Common stock grant on October 27, 2026

Direct shares held after grant 199,802 shares Reported following the October 27, 2026 grant

Grant date October 27, 2026 Date of the restricted stock grant

Key Terms

restricted stock, 2025 Equity Incentive Plan, restricted stock agreement, Rule 16b-3

4 terms

restricted stock financial

"grant of restricted stock"

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.

2025 Equity Incentive Plan financial

"under the Issuer's 2025 Equity Incentive Plan"

restricted stock agreement financial

"subject to the terms of a restricted stock agreement"

Rule 16b-3 regulatory

"in a transaction exempt under Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many AXTI shares did CFO Gary L. Fischer receive?

Gary L. Fischer received a grant of 8,524 shares of common stock on October 27, 2026. His reported direct holdings following the grant were 199,802 shares.

What were the terms of Gary L. Fischer’s AXTI stock award?

The grant was made under AXT Inc.’s 2025 Equity Incentive Plan in consideration for past services and is subject to a restricted stock agreement. The grant was described as exempt under Rule 16b-3.

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

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SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FISCHER GARY L

(Last) (First) (Middle)

4281 TECHNOLOGY DR.

(Street)

FREMONT CALIFORNIA 94538

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/27/2026		A		8,524	A	$0(1)	199,802	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a grant of restricted stock under the Issuer's 2025 Equity Incentive Plan on October 27, 2026 (the "Grant Date"), in a transaction exempt under Rule 16b-3, in consideration for past services rendered by the Reporting Person. The grant is subject to the terms of a restricted stock agreement.

	/s/ Jeff Sensiba, Attorney-in-Fact	10/29/2026
	** 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 4 (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 4: SEC 1474 (03-26)