AXT (AXTI) CFO receives 75,718 at-risk performance share awards tied to FY2025

Rhea-AI Filing Summary

AXT Inc. reported that its CFO, Gary L. Fischer, acquired 75,718 shares of common stock on February 18, 2026 through a grant with no cash price per share. This award consists of at-risk performance share awards under the company’s 2015 Equity Incentive Plan.

The performance shares are eligible to vest only if certain target financial metrics for fiscal year 2025 are achieved. The filing states that the 75,718 performance shares represent 97.6% of the maximum number of performance shares that could be issued to the CFO for exceeding those FY2025 targets. After this grant, Fischer held 437,715 shares of AXT common stock directly.

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

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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 CA 94538

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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

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 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	02/18/2026		A		75,718(1)	A	$0	437,715	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 an award of at-risk, performance shares ("PSAs") under the Issuer's 2015 Equity Incentive Plan. The PSAs were originally approved to the Reporting Person on February 18, 2025 and are eligible to vest upon the achievement of certain target financial metrics for fiscal year 2025 ("FY2025"). The PSAs reported represent 97.6% of the maximum number of PSAs issuable to the Reporting Person in connection with exceeding the target financial metrics for FY2025.

	/s/ Jeff Sensiba, Attorney-in-Fact	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did AXT (AXTI) report for CFO Gary L. Fischer?

AXT reported that CFO Gary L. Fischer received a grant of 75,718 shares of common stock on February 18, 2026. The award was issued at no cash cost per share as performance share awards under AXT’s 2015 Equity Incentive Plan.

What type of shares did AXT (AXTI) grant to its CFO and under which plan?

AXT granted its CFO at-risk performance share awards, or PSAs, totaling 75,718 shares of common stock. These PSAs were issued under the company’s 2015 Equity Incentive Plan and are contingent on achieving specified financial performance metrics for fiscal year 2025.

How are the AXT (AXTI) CFO’s performance shares tied to FY2025 results?

The CFO’s performance shares vest only if certain target financial metrics for fiscal year 2025 are achieved. The 75,718 PSAs reported represent 97.6% of the maximum number of performance shares that could be issued for exceeding those FY2025 financial performance targets.

What percentage of the maximum potential PSAs does the AXT (AXTI) CFO’s grant represent?

The performance share grant of 75,718 shares represents 97.6% of the maximum number of PSAs the CFO could receive. This percentage is based on achieving and exceeding the target financial metrics that AXT set for its fiscal year 2025 performance period.

How many AXT (AXTI) shares did the CFO own after this performance share grant?

After the reported performance share grant, AXT’s CFO held a total of 437,715 shares of common stock directly. This figure reflects his ownership following the award of 75,718 at-risk performance shares, which remain subject to FY2025 financial performance conditions.

Did the AXT (AXTI) CFO pay cash for the 75,718 performance shares received?

The CFO did not pay cash for the 75,718 performance shares, which were granted at a reported price of $0.0000 per share. These shares were awarded as equity compensation and are contingent on meeting AXT’s specified fiscal year 2025 financial performance metrics.