AXT Inc. Schedule 13G/A (Amendment No. 2) reports beneficial ownership by Cleveland Capital Management, L.L.C., Cleveland Capital, L.P., and associated persons. The filing lists 570,000 shares held by Cleveland Capital entities and 588,210 shares held by Wade Massad, representing 1.0% and 1.1% of the class, respectively. The filing states these securities are owned by an advisory client of Cleveland Capital Management and by one of its control persons. The cover identifies the security as Common Stock, par value $0.001 (CUSIP 00246W103) and includes the firm address in Rocky River, OH.
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Insights
Institutional holder files an amended passive ownership report.
The amendment clarifies beneficial ownership and voting/dispositive power: Cleveland Capital entities report shared voting and dispositive power over 570,000 shares while an individual, Wade Massad, reports limited sole power over 18,210 shares and total beneficial ownership of 588,210 shares.
Because the filing is a Schedule 13G/A, it reflects a passive investment posture; subsequent filings would show any change to an active intent.
Holdings are small relative to typical float and presented as client assets.
The filing identifies the assets as owned by an advisory client of Cleveland Capital Management and a control person, which affects attribution. The listed percentages (1.0% and 1.1%) indicate ownership below 5% and trigger routine disclosure rather than control presumptions.
Watch for future amendments if the holder crosses 5% or files a Schedule 13D indicating active intentions.
Key Figures
Cleveland Capital shares:570,000 sharesWade Massad total beneficial ownership:588,210 sharesPercent of class (Cleveland Capital):1.0%+4 more
7 metrics
Cleveland Capital shares570,000 sharesbeneficially owned by Cleveland Capital entities
Wade Massad total beneficial ownership588,210 sharesamount reported for Wade Massad
Percent of class (Cleveland Capital)1.0%percent of class for Cleveland Capital entities
Percent of class (Massad)1.1%percent of class for Wade Massad
CUSIP00246W103AXT Inc. Common Stock CUSIP listed on cover
Filing header date03/31/2026date appearing near the cover header
Sole voting/dispositive power (Massad)18,210 sharessole voting and sole dispositive power reported for Wade Massad
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerfinancial
"Item 4. | (iv) Shared power to dispose or to direct the disposition of: Cleveland Capital Management, L.L.C. - 570,000"
Joint Filing Agreementlegal
"Exhibit A - Joint Filing Agreement"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
AXT INC
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
00246W103
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
00246W103
1
Names of Reporting Persons
Cleveland Capital Management, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
570,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
570,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
570,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.0 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
00246W103
1
Names of Reporting Persons
Cleveland Capital, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
570,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
570,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
570,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
00246W103
1
Names of Reporting Persons
Wade Massad
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
18,210.00
6
Shared Voting Power
570,000.00
7
Sole Dispositive Power
18,210.00
8
Shared Dispositive Power
570,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
588,210.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
00246W103
1
Names of Reporting Persons
John Shiry
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
570,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
570,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
570,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
AXT INC
(b)
Address of issuer's principal executive offices:
4281 TECHNOLOGY DR., FREMONT, CA, 94538
Item 2.
(a)
Name of person filing:
Cleveland Capital Management, L.L.C.
Cleveland Capital, L.P.
Wade Massad
John Shiry
(b)
Address or principal business office or, if none, residence:
Cleveland Capital Management, L.L.C. 1250 LINDA ST., SUITE 304, ROCKY RIVER, OH, 44116
Cleveland Capital, L.P. 1250 LINDA STREET, SUITE 304, ROCKY RIVER, OH, 44116
Wade Massad 1250 LINDA STREET, SUITE 304, ROCKY RIVER, OH, 44116
John Shiry 1250 LINDA ST., SUITE 304, ROCKY RIVER, OH, 44116
(c)
Citizenship:
Cleveland Capital Management, L.L.C. - Delaware
Cleveland Capital, L.P. - Delaware
Wade Massad - United States
John Shiry - United States
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
00246W103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Cleveland Capital Management, L.L.C. - 570,000
Cleveland Capital, L.P. - 570,000
Wade Massad - 588,210
John Shiry - 570,000
(b)
Percent of class:
Cleveland Capital Management, L.L.C. - 1.0%
Cleveland Capital, L.P. - 1.0%
Wade Massad - 1.1%
John Shiry - 1.0%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Cleveland Capital Management, L.L.C. - 0
Cleveland Capital, L.P. - 0
Wade Massad - 18,210
John Shiry - 0
(ii) Shared power to vote or to direct the vote:
Cleveland Capital Management, L.L.C. - 570,000
Cleveland Capital, L.P. - 570,000
Wade Massad - 570,000
John Shiry - 570,000
(iii) Sole power to dispose or to direct the disposition of:
Cleveland Capital Management, L.L.C. - 0
Cleveland Capital, L.P. - 0
Wade Massad - 18,210
John Shiry - 0
(iv) Shared power to dispose or to direct the disposition of:
Cleveland Capital Management, L.L.C. - 570,000
Cleveland Capital, L.P. - 570,000
Wade Massad - 570,000
John Shiry - 570,000
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G are owned by an advisory client of Cleveland Capital Management, L.L.C., and by one of its control persons.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please see Exhibit B attached hereto.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Cleveland Capital Management, L.L.C.
Signature:
/s/ Wade Massad
Name/Title:
Wade Massad, Managing Member
Date:
05/08/2026
Cleveland Capital, L.P.
Signature:
/s/ Wade Massad
Name/Title:
Wade Massad, Managing Member
Date:
05/08/2026
Wade Massad
Signature:
/s/ Wade Massad
Name/Title:
Wade Massad
Date:
05/08/2026
John Shiry
Signature:
/s/ John Shiry
Name/Title:
John Shiry
Date:
05/08/2026
Exhibit Information
Exhibit A - Joint Filing Agreement
Exhibit B - Control Person Identification
What does AXT Inc. (AXTI) Schedule 13G/A Amendment No. 2 disclose?
It discloses beneficial ownership by Cleveland Capital affiliates and associates. The filing lists 570,000 shares for Cleveland Capital entities and 588,210 shares for Wade Massad, representing roughly 1.0% and 1.1% of the class.
Who holds voting and dispositive power over the reported AXT shares?
Shared voting and dispositive power of 570,000 shares is reported for Cleveland Capital Management, L.L.C. and Cleveland Capital, L.P. Wade Massad reports sole power over 18,210 shares and shared power over 570,000 shares.
Are the reported AXT shares owned directly by Cleveland Capital Management?
The filing states the securities are owned by an advisory client and a control person. It attributes ownership to an advisory client of Cleveland Capital Management, not direct corporate treasury holdings.
What percent of AXT's common stock do these holdings represent?
Cleveland Capital entities report 1.0% ownership, Wade Massad reports 1.1% ownership. Each percent figure is listed in the filing and tied to the specific beneficial owner and share count.
