Was the AXT Inc CEO’s 1,200-share transfer an open-market sale?

No. The 1,200-share transaction is reported as a bona fide gift, not an open-market sale. The filing shows a transaction price of $0.00 per share and uses transaction code G, which the description identifies as a gift transfer rather than a sale or purchase.

Is the reported AXT Inc share gift allowed under the CEO’s lock-up agreement?

Yes. The Form 4 footnote explains that this bona fide gift qualifies as a permissible exemption under the lock-up agreement. Although the lock-up runs until June 20, 2026, it expressly allows this type of gift transfer from the Young Family Trust’s holdings.

AXT Inc (AXTI) CEO gifts 1,200 shares from Young family trust

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

AXT Inc director and CEO Morris S. Young reported a bona fide gift of 1,200 shares of common stock held indirectly through the Young Family Trust. The transaction carried no sale price and is classified as a gift disposition, not an open-market trade.

Following the transfer, indirect holdings reported for the trust total 2,148,333 shares of AXT common stock. The footnotes state that Young is subject to a lock-up agreement related to an underwritten public offering, expiring on June 20, 2026, and that this gift is expressly permitted under that agreement.

Insider Trade Summary

1,200 shares gifted

Mixed 1 txn

Insider YOUNG MORRIS S

Role CEO

Type	Security	Shares	Price	Value
Gift	Common Stock	1,200	$0.00	--

Holdings After Transaction: Common Stock — 2,148,333 shares (Indirect, By Young Family Trust DTD)

Footnotes (1)

[object Object]

Key Figures

Gifted shares: 1,200 shares Price per share: $0.00 per share Shares after transaction: 2,148,333 shares +2 more

5 metrics

Gifted shares 1,200 shares Bona fide gift of common stock on June 12, 2026

Price per share $0.00 per share Reported transaction price for gifted shares

Shares after transaction 2,148,333 shares Indirect holdings by Young Family Trust following gift

Gift share code Code G Transaction code indicating bona fide gift

Lock-up expiry June 20, 2026 End date of CEO’s lock-up agreement related to offering

Key Terms

bona fide gift, lock-up agreement, underwritten public offering, Young Family Trust DTD, +1 more

5 terms

bona fide gift financial

"This bona fide gift is a permissible exemption under the terms of the lock-up agreement."

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

lock-up agreement regulatory

"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.

Young Family Trust DTD financial

"nature_of_ownership": "By Young Family Trust DTD""

indirect ownership financial

""direct_or_indirect": "I", "ownership_type": "indirect""

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Form 4 Insider Transactions: What Each Field Means →

06/16/2026 - 05:41 PM

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)
06/12/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/12/2026		G		1,200⁽¹⁾	D	$0	2,148,333	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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 bona fide gift is a permissible exemption under the terms of the lock-up agreement.

	/s/ Jeff Sensiba, Attorney-in-Fact	06/16/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did AXT Inc (AXTI) report for Morris S. Young?

AXT Inc reported that CEO and director Morris S. Young made a bona fide gift of 1,200 shares of common stock. The shares were held indirectly through the Young Family Trust, and the transaction was recorded at a price of $0.00 per share as a non-market transfer.

How many AXT Inc shares does the Young Family Trust hold after the gift?

After the reported gift, indirect holdings for the Young Family Trust total 2,148,333 AXT Inc common shares. This indicates the 1,200-share gift represents a very small portion of the trust’s overall position reported in this Form 4 filing.

How is the AXT Inc CEO’s ownership characterized in this Form 4?

The reported 1,200-share gift came from an indirect holding described as “By Young Family Trust DTD.” The filing lists the ownership type as indirect, reflecting that the shares are held through the family trust rather than directly in Morris S. Young’s own name.

What lock-up agreement affects AXT Inc CEO Morris S. Young’s shares?

The filing notes that Morris S. Young is subject to a lock-up agreement expiring on June 20, 2026. This agreement was entered into with the representative of the underwriters for an underwritten public offering of AXT’s common stock and restricts certain transfers.