RxSight updates employee stock option exchange

RxSight, Inc. (RXST) amended its previously announced employee option exchange program.

Rhea-AI Filing Summary

RxSight, Inc. (RXST) amended its previously announced employee option exchange program. The company is conducting an Exchange Offer allowing certain eligible employees to exchange some or all of their outstanding stock options for new equity awards, on terms described in an Offer to Exchange dated August 10, 2026.

This amendment primarily updates the list of related documents and materials, including launch and reminder communications, website screenshots, and employee presentations, and ties the program to the company’s 2021 Equity Incentive Plan. The amendment does not change the core structure of the Exchange Offer itself.

Key Terms

Exchange Offer, Offer to Exchange Certain Outstanding Options for New Awards, Schedule TO, 2021 Equity Incentive Plan

4 terms

Exchange Offer financial

"The Schedule TO relates to an offer by the Company (the “Exchange Offer”)"

An exchange offer is a proposal where a company asks investors to swap existing securities, like bonds or shares, for new ones, often with different terms or maturity dates. It matters to investors because it can affect the value of their holdings and the company's financial strategy, potentially providing benefits like better interest rates or reduced debt.

Offer to Exchange Certain Outstanding Options for New Awards financial

"upon the terms and subject to the conditions set forth in the Offer to Exchange Certain Outstanding Options for New Awards"

Schedule TO regulatory

"amends and supplements the Tender Offer Statement on Schedule TO filed by the Company"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

2021 Equity Incentive Plan financial

"2021 Equity Incentive Plan, as amended, and forms of agreement thereunder"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is RxSight, Inc. (RXST) changing with this Schedule TO amendment?

RxSight is updating its Schedule TO for an employee stock option Exchange Offer. The amendment mainly revises and supplements the list of exhibits, such as launch materials, employee communications, and presentations, without altering the basic terms of the Exchange Offer.

Who is eligible for the RxSight (RXST) Exchange Offer mentioned in the amendment?

The amendment states that the Exchange Offer applies to certain eligible employees with outstanding options to purchase RxSight common stock. Specific eligibility criteria are defined in the Offer to Exchange Certain Outstanding Options for New Awards dated August 10, 2026.

What securities are involved in RxSight’s (RXST) Exchange Offer?

The Exchange Offer covers options to purchase RxSight’s common stock, $0.001 par value. Eligible employees may exchange some or all of these outstanding options for new equity awards, as described in the Offer to Exchange and associated materials.

Which plan governs the new awards in the RxSight (RXST) option exchange?

The amendment links the new awards to RxSight’s 2021 Equity Incentive Plan, as amended. That plan and its forms of agreement are incorporated by reference from the company’s Form 10-K filed on February 25, 2025.

Does RxSight (RXST) describe how employees are being informed about the Exchange Offer?

Yes. The exhibit list includes a Launch Announcement, Election Terms and Conditions, confirmation and reminder emails, website screenshots, employee presentations, and a reminder poster, indicating multiple communication channels to inform eligible employees about the Exchange Offer.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/25/2026 - 06:06 AM EDT Accepted by SEC EDGAR 08/24/2026 - 09:06 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 1)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

RXSIGHT, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, $0.001 par value

(Title of Class of Securities)

78349D107

(CUSIP Number of Class of Securities’ Underlying Common Stock)

Aziz Mottiwala

President and Chief Executive Officer

RxSight, Inc.

100 Columbia

Aliso Viejo, California 92656

(949) 521-7830

(Name, address and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Martin J. Waters Robert L. Wernli, Jr. Wilson Sonsini Goodrich & Rosati, P.C. 12235 El Camino Real San Diego, CA 92130 (858) 350-2300 Mark Wilterding Chief Financial Officer RxSight, Inc. 100 Columbia Aliso Viejo, California 92656 (949) 521-7830

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐  third-party tender offer subject to Rule 14d-1.

☒  issuer tender offer subject to Rule 13e-4.

☐  going-private transaction subject to Rule 13e-3.

☐  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 1 to Schedule TO (together with any exhibits and annexes attached hereto, this “Amendment No. 1”), is filed by RxSight, Inc., a Delaware corporation (the “Company”), and amends and supplements the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on August 10, 2026 (the “Schedule TO”). The Schedule TO relates to an offer by the Company (the “Exchange Offer”) to certain eligible employees to exchange some or all of their eligible outstanding options to purchase shares of the Company’s common stock for new equity awards, upon the terms and subject to the conditions set forth in the Offer to Exchange Certain Outstanding Options for New Awards dated August 10, 2026 (the “Offer to Exchange”), included as Exhibit (a)(1)(A) to the Schedule TO and incorporated herein by reference.

This Amendment No. 1 is being made to reflect certain updates as described below. Except as otherwise set forth in this Amendment No. 1, the information set forth in the Schedule TO and the exhibits filed therewith remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 1. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO. You should read this Amendment No. 1 together with the Schedule TO and the Offer to Exchange.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented as follows:

Exhibit Number		Description
(a)(1)(A)*		Offer to Exchange Certain Outstanding Options for New Awards, dated August 10, 2026.
(a)(1)(B)*		Launch Announcement.
(a)(1)(C)*		Election Terms and Conditions.
(a)(1)(D)*		Form of Confirmation Email.
(a)(1)(E)*		Form of Reminder Email.
(a)(1)(F)*		Screenshots from Offer Website.
(a)(1)(G)*		Employee Presentation.
(a)(1)(H)*		NEO Employee Presentation.
(a)(1)(I)*		Employee Communication sent on August 10, 2026.
(a)(1)(J)		Reminder Poster.
(b)		Not applicable
(d)*		2021 Equity Incentive Plan, as amended, and forms of agreement thereunder (incorporated by reference to Exhibit 10.3 of the Company’s Annual Report on Form 10-K (File No. 001-40690) filed with the Securities and Exchange Commission on February 25, 2025).
(g)		Not applicable
(h)		Not applicable
107*		Filing Fee Table

* Previously filed.

1

SIGNATURE

After due 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.

RXSIGHT, INC.

/s/ Aziz Mottiwala

Aziz Mottiwala

President and Chief Executive Officer

Date: August 24, 2026

2