Performance share grant increases AXT (AXTI) CEO Morris Young’s holdings

Rhea-AI Filing Summary

YOUNG MORRIS S reported acquisition or exercise transactions in this Form 4 filing.

AXT Inc. reported that CEO and director Morris S. Young received an award of 218,170 shares of common stock as at-risk performance share awards (PSAs) under the company’s 2015 Equity Incentive Plan. These PSAs were approved on February 18, 2025 and are eligible to vest based on achieving certain financial metrics for fiscal year 2025. The grant represents 97.6% of the maximum PSAs issuable to him for exceeding those FY2025 targets. Following this award, Young directly holds 2,668,774 shares of AXT common stock.

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^*

YOUNG MORRIS S

(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)

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

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		218,170(1)	A	$0	2,668,774	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 its CEO?

AXT reported that CEO Morris S. Young received 218,170 shares of common stock as at-risk performance share awards. The grant was made under AXT’s 2015 Equity Incentive Plan and is tied to achieving financial metrics for fiscal year 2025.

How large is Morris Young’s new performance share award at AXT (AXTI)?

Morris Young was granted 218,170 at-risk performance share awards. According to the filing, this amount represents 97.6% of the maximum number of PSAs he could receive for exceeding AXT’s financial target metrics for fiscal year 2025.

What are the vesting conditions for AXT (AXTI) CEO’s performance shares?

The performance share awards for AXT CEO Morris Young are eligible to vest only if certain target financial metrics for fiscal year 2025 are achieved. The PSAs relate to performance in FY2025, with the reported amount tied to exceeding those targets.

How many AXT (AXTI) shares does CEO Morris Young own after this grant?

After the performance share award, CEO Morris Young directly holds 2,668,774 shares of AXT common stock. This total includes the newly granted 218,170 performance share awards reported in the Form 4 insider trading disclosure.

What plan governs the new performance share awards at AXT (AXTI)?

The 218,170 performance share awards granted to AXT CEO Morris Young were issued under the company’s 2015 Equity Incentive Plan. This plan allows AXT to grant equity-based incentives that are tied to achieving specified financial performance goals.

Does the AXT (AXTI) CEO pay a price per share for these awards?

The filing shows a transaction price per share of 0.0000 for the 218,170 performance share awards. This indicates that the grant was an equity incentive award, not an open-market purchase, and is contingent on fiscal year 2025 performance metrics.