Needham-related investment vehicles and George A. Needham report aggregate holdings in nLIGHT, Inc. The filing shows Needham Investment Management L.L.C. and Needham Asset Management, LLC each report beneficial ownership of 1,837,740 shares (3.7% of the class). Needham Aggressive Growth Fund holds 1,525,000 shares (3.1%), Needham Small Cap Growth Fund holds 150,000 shares (0.3%), Needham Contrarian (QP) Fund holds 35,965 shares (0.1%), and Needham Emerging Growth Partners holds 126,775 shares (0.3%). Needham Growth Fund reports zero shares.
The reported positions reflect shared voting and dispositive power (no sole voting or dispositive power) and the filing states the securities are held by advisory clients of Needham Investment Management L.L.C., with no advisory client deemed to beneficially own more than 5% of the class. The filing also includes a certification that the holdings were acquired in the ordinary course of business and not to influence control of the issuer.
Positive
Institutional ownership disclosure: Needham-affiliated entities report material positions, improving transparency about shareholder composition
Clear voting/dispositive reporting: All reported shares are documented with shared voting and dispositive power, clarifying who can participate in corporate votes
Ordinary-course certification: Filers certify holdings were acquired in the ordinary course, indicating no stated intent to change issuer control
Negative
None.
Insights
TL;DR: Institutional holdings disclosed are meaningful for ownership transparency but fall below control thresholds.
The Schedule 13G/A documents that multiple Needham entities together report positions in nLIGHT that include two reporting entities each holding 1,837,740 shares (3.7%). Positions are reported with shared voting and dispositive power and no sole control. Because each reported beneficial ownership is under the 5% threshold for any single advisory client and the filer certifies ordinary-course investment purposes, this disclosure is informative for holder composition yet does not indicate an active control effort. For investors, the filing updates ownership concentration metrics and confirms institutional interest from Needham-affiliated accounts.
TL;DR: Disclosure clarifies governance influence is limited; shared power exists but no single reporting person claims control.
The filing shows shared voting and disposal authority over the reported shares, with zero sole voting or dispositive power across the reporting persons. The accompanying certification states the securities were not acquired to influence issuer control. From a governance perspective, these holdings increase transparency about who can vote significant blocks, but because reported percentages remain below 5% for advisory clients and no sole control is claimed, the filing does not signal a governance change or proxy contest. It is a routine institutional disclosure with modest governance implications.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
NLIGHT, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
65487K100
(CUSIP Number)
06/30/2025
(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)
SCHEDULE 13G
CUSIP No.
65487K100
1
Names of Reporting Persons
Needham Investment 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
1,837,740.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,837,740.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,837,740.00
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)
3.7 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
65487K100
1
Names of Reporting Persons
Needham Asset Management, LLC
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
1,837,740.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,837,740.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,837,740.00
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)
3.7 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
65487K100
1
Names of Reporting Persons
Needham Aggressive Growth Fund
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
MARYLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,525,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,525,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,525,000.00
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)
3.1 %
12
Type of Reporting Person (See Instructions)
IV, OO
SCHEDULE 13G
CUSIP No.
65487K100
1
Names of Reporting Persons
Needham Growth Fund
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
MARYLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
12
Type of Reporting Person (See Instructions)
IV, OO
SCHEDULE 13G
CUSIP No.
65487K100
1
Names of Reporting Persons
Needham Small Cap Growth Fund
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
MARYLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
150,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
150,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
150,000.00
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)
0.3 %
12
Type of Reporting Person (See Instructions)
IV, OO
SCHEDULE 13G
CUSIP No.
65487K100
1
Names of Reporting Persons
Needham Contrarian (QP) Fund, LP
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
35,965.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
35,965.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
35,965.00
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)
0.1 %
12
Type of Reporting Person (See Instructions)
IV, OO
SCHEDULE 13G
CUSIP No.
65487K100
1
Names of Reporting Persons
Needham Emerging Growth Partners, LP
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
126,775.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
126,775.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
126,775.00
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)
0.3 %
12
Type of Reporting Person (See Instructions)
IV, OO
SCHEDULE 13G
CUSIP No.
65487K100
1
Names of Reporting Persons
George A. Needham
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
1,837,740.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,837,740.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,837,740.00
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)
3.7 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
NLIGHT, INC.
(b)
Address of issuer's principal executive offices:
4637 NW 18th Avenue, Camas, Washington 98607
Item 2.
(a)
Name of person filing:
Needham Investment Management L.L.C.
Needham Asset Management, LLC
Needham Aggressive Growth Fund
Needham Growth Fund
Needham Small Cap Growth Fund
Needham Contrarian (QP) Fund, LP
Needham Emerging Growth Partners, LP
George A. Needham
(b)
Address or principal business office or, if none, residence:
Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
Needham Asset Management, LLC
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
Needham Aggressive Growth Fund
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
Needham Growth Fund
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
Needham Small Cap Growth Fund
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
Needham Contrarian (QP) Fund, LP
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
Needham Emerging Growth Partners, LP
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
George A. Needham
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
(c)
Citizenship:
Needham Investment Management L.L.C. - Delaware
Needham Asset Management, LLC - Delaware
Needham Aggressive Growth Fund - Other - Maryland
Needham Growth Fund - Other - Maryland
Needham Small Cap Growth Fund - Other - Maryland
Needham Contrarian (QP) Fund, LP - Delaware
Needham Emerging Growth Partners, LP - Delaware
George A. Needham - United States
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
65487K100
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:
Needham Investment Management L.L.C. - 1,837,740
Needham Asset Management, LLC - 1,837,740
Needham Aggressive Growth Fund - 1,525,000
Needham Growth Fund - 0
Needham Small Cap Growth Fund - 150,000
Needham Contrarian (QP) Fund, LP - 35,965
Needham Emerging Growth Partners, LP - 126,775
George A. Needham - 1,837,740
(b)
Percent of class:
Needham Investment Management L.L.C. - 3.7%
Needham Asset Management, LLC - 3.7%
Needham Aggressive Growth Fund - 3.1%
Needham Growth Fund - 0.0%
Needham Small Cap Growth Fund - 0.3%
Needham Contrarian (QP) Fund, LP - 0.1%
Needham Emerging Growth Partners, LP - 0.3%
George A. Needham - 3.7%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Needham Investment Management L.L.C. - 0
Needham Asset Management, LLC - 0
Needham Aggressive Growth Fund - 0
Needham Growth Fund - 0
Needham Small Cap Growth Fund - 0
Needham Contrarian (QP) Fund, LP - 0
Needham Emerging Growth Partners, LP - 0
George A. Needham - 0
(ii) Shared power to vote or to direct the vote:
Needham Investment Management L.L.C. - 1,837,740
Needham Asset Management, LLC - 1,837,740
Needham Aggressive Growth Fund - 1,525,000
Needham Growth Fund - 0
Needham Small Cap Growth Fund - 150,000
Needham Contrarian (QP) Fund, LP - 35,965
Needham Emerging Growth Partners, LP - 126,775
George A. Needham - 1,837,740
(iii) Sole power to dispose or to direct the disposition of:
Needham Investment Management L.L.C. - 0
Needham Asset Management, LLC - 0
Needham Aggressive Growth Fund - 0
Needham Growth Fund - 0
Needham Small Cap Growth Fund - 0
Needham Contrarian (QP) Fund, LP - 0
Needham Emerging Growth Partners, LP - 0
George A. Needham - 0
(iv) Shared power to dispose or to direct the disposition of:
Needham Investment Management L.L.C. - 1,837,740
Needham Asset Management, LLC - 1,837,740
Needham Aggressive Growth Fund - 1,525,000
Needham Growth Fund - 0
Needham Small Cap Growth Fund - 150,000
Needham Contrarian (QP) Fund, LP - 35,965
Needham Emerging Growth Partners, LP - 126,775
George A. Needham - 1,837,740
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 Amendment No. 1 are directly owned by advisory clients of Needham Investment Management L.L.C. None of those advisory clients may be deemed to beneficially own more than 5% of the Common Stock, par value $0.0001 per share.
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 acquired and are held in the ordinary course of business and 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.
Needham Investment Management L.L.C.
Signature:
/s/ James W. Giangrasso
Name/Title:
James W. Giangrasso/Chief Financial Officer
Date:
08/13/2025
Needham Asset Management, LLC
Signature:
/s/ James W. Giangrasso
Name/Title:
James W. Giangrasso/Authorized Person
Date:
08/13/2025
Needham Aggressive Growth Fund
Signature:
/s/ James W. Giangrasso
Name/Title:
James W. Giangrasso/Chief Financial Officer
Date:
08/13/2025
Needham Growth Fund
Signature:
/s/ James W. Giangrasso
Name/Title:
James W. Giangrasso/Chief Financial Officer
Date:
08/13/2025
Needham Small Cap Growth Fund
Signature:
/s/ James W. Giangrasso
Name/Title:
James W. Giangrasso/Chief Financial Officer
Date:
08/13/2025
Needham Contrarian (QP) Fund, LP
Signature:
/s/ James W. Giangrasso
Name/Title:
James W. Giangrasso/Chief Financial Officer
Date:
08/13/2025
Needham Emerging Growth Partners, LP
Signature:
/s/ James W. Giangrasso
Name/Title:
James W. Giangrasso/Chief Financial Officer
Date:
08/13/2025
George A. Needham
Signature:
/s/ George A. Needham
Name/Title:
George A. Needham
Date:
08/13/2025
Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Exhibit Information
Exhibit A - Joint Filing Agreement
Exhibit B - Control Person Identification
How many shares of LASR does Needham Investment Management report owning?
Needham Investment Management L.L.C. reports beneficial ownership of 1,837,740 shares, representing 3.7% of the class.
What percent of LASR does Needham Aggressive Growth Fund hold?
Needham Aggressive Growth Fund reports 1,525,000 shares, equal to 3.1% of the class.
Does any Needham reporting person claim sole voting or dispositive power over LASR shares?
No. The filing reports 0 shares with sole voting or sole dispositive power; all reported shares show shared voting and dispositive power.
Does Needham or its advisory clients own more than 5% of LASR?
According to the filing, none of the advisory clients reported may be deemed to beneficially own more than 5% of the common stock.
What does the filing say about the purpose of the LASR holdings?
The filing includes a certification that the securities were acquired and are held in the ordinary course of business and were not acquired to change or influence control of the issuer.
