AXT (AXTI) CEO makes 14,000-share charitable gifts under lock-up

Rhea-AI Filing Summary

AXT Inc. CEO Morris S. Young reported two charitable gifts of the company’s common stock made through the Young Family Trust. On May 1, 2026, the trust gifted 7,500 shares to a donor advised fund and 6,500 shares to a charitable foundation, for a total of 14,000 shares at a stated price of $0.00 per share, reflecting bona-fide gifts rather than market sales. These transfers are explicitly permitted under a lock-up agreement related to an underwritten public offering and that lock-up runs until June 20, 2026. After the gifts, Young continues to hold 2,268,828 shares of AXT common stock indirectly through the Young Family Trust.

Insider Trade Summary

14,000 shares gifted

Mixed 2 txns

Insider YOUNG MORRIS S

Role CEO

Type	Security	Shares	Price	Value
Gift	Common Stock	6,500	$0.00	--
Gift	Common Stock	7,500	$0.00	--

Holdings After Transaction: Common Stock — 2,268,828 shares (Indirect, By Young Family Trust DTD)

Footnotes (1)

1. Represents a bona-fide gift as a charitable contribution to a donor advised fund. The reporting person is subject to a lock-up agreement that expires on June 20, 2026 that was entered into with the representative of the underwriters (the "Representative") in connection with an underwritten public offering of the Issuer's common stock (the "Offering"). This charitable contribution is a permissible exemption under the terms of the lock-up agreement. Represents a bona-fide gift as a charitable contribution to a charitable foundation. The reporting person is subject to a lock-up agreement that expires on June 20, 2026 that was entered into the Representative in connection with the Offering. This charitable contribution is a permissible exemption under the terms of the lock-up agreement.

Key Figures

Total shares gifted: 14,000 shares First gift: 7,500 shares Second gift: 6,500 shares +3 more

6 metrics

Total shares gifted 14,000 shares Bona-fide gifts on May 1, 2026

First gift 7,500 shares Gift to donor advised fund on May 1, 2026

Second gift 6,500 shares Gift to charitable foundation on May 1, 2026

Reported price per share $0.00 per share Both charitable gift transactions

Shares held after transactions 2,268,828 shares Indirectly through Young Family Trust after gifts

Lock-up expiry June 20, 2026 Lock-up agreement related to underwritten public offering

Key Terms

bona-fide gift, donor advised fund, charitable foundation, lock-up agreement, +1 more

5 terms

bona-fide gift financial

"Represents a bona-fide gift as a charitable contribution to a donor advised fund."

donor advised fund financial

"Represents a bona-fide gift as a charitable contribution to a donor advised fund."

A donor advised fund is a charitable savings account you fund with cash or assets (including stocks) that lets you take an immediate tax benefit while recommending when and which charities receive grants over time. Think of it like a dedicated piggy bank for giving: you get tax relief when you put money in, can avoid selling appreciated securities and triggering capital gains, and still control the timing and recipients of donations, which affects tax planning, portfolio decisions, and public giving signals.

charitable foundation financial

"Represents a bona-fide gift as a charitable contribution to a charitable foundation."

A charitable foundation is a non-profit organization established to collect and manage funds to support charitable activities, such as education, health, or community projects. It acts like a financial reservoir dedicated to giving back to society, often funded by individuals, families, or corporations. For investors, supporting or donating to such foundations can enhance social impact and may offer tax benefits.

lock-up agreement financial

"The reporting person is subject to a lock-up agreement that expires on June 20, 2026"

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.

underwritten public offering financial

"entered into with the representative of the underwriters in connection with an underwritten public offering of the Issuer's common stock"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

Form 4 Insider Transactions: What Each Field Means →

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^*

YOUNG MORRIS S

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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	05/01/2026		G		6,500(1)	D	$0	2,268,828	I	By Young Family Trust DTD
Common Stock	05/01/2026		G		7,500(2)	D	$0	2,261,328	I	By Young Family Trust DTD

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 bona-fide gift as a charitable contribution to a donor advised fund. The reporting person is subject to a lock-up agreement that expires on June 20, 2026 that was entered into with the representative of the underwriters (the "Representative") in connection with an underwritten public offering of the Issuer's common stock (the "Offering"). This charitable contribution is a permissible exemption under the terms of the lock-up agreement.

2. Represents a bona-fide gift as a charitable contribution to a charitable foundation. The reporting person is subject to a lock-up agreement that expires on June 20, 2026 that was entered into the Representative in connection with the Offering. This charitable contribution is a permissible exemption under the terms of the lock-up agreement.

	/s/ Jeff Sensiba, Attorney-in-Fact	05/04/2026
	** 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)

FAQ

What insider transaction did AXT (AXTI) report for CEO Morris Young?

AXT reported that CEO Morris S. Young, through the Young Family Trust, made two bona-fide charitable gifts totaling 14,000 shares of AXT common stock on May 1, 2026. These were reported as gift transfers with no sale proceeds.

How many AXT (AXTI) shares were gifted and to whom?

The Young Family Trust gifted 7,500 shares of AXT common stock to a donor advised fund and 6,500 shares to a charitable foundation. Both transfers are described as bona-fide charitable contributions under Form 4 footnotes.

Did the AXT (AXTI) CEO receive any cash from these Form 4 transactions?

No cash was received. The Form 4 lists both transactions at $0.00 per share and characterizes them as bona-fide gifts. They represent charitable contributions, not open-market sales or purchases of AXT common stock.

How many AXT (AXTI) shares does Morris Young hold after the gifts?

Following the reported gifts, Morris S. Young is shown as indirectly holding 2,268,828 shares of AXT common stock through the Young Family Trust. This indicates the gifts represent a relatively small portion of his total reported indirect holdings.

How do these AXT (AXTI) gifts relate to the CEO’s lock-up agreement?

The footnotes state Young is subject to a lock-up agreement tied to an underwritten offering, expiring on June 20, 2026. The charitable gifts are specifically described as a permissible exemption under that lock-up’s terms.

Are these AXT (AXTI) insider transactions considered sales in the market?

No, they are not market sales. The transactions are coded as G (bona-fide gift) and described as charitable contributions to a donor advised fund and a charitable foundation, with a reported price of $0.00 per share.