RxSight completes 3.8M-share option exchange

RxSight completed its employee option exchange, cancelling 3.76 million option shares and issuing new options and RSUs under its 2021 Equity Incentive Plan.

Rhea-AI Filing Summary

RxSight, Inc. (RXST) reports the final results of its employee option exchange offer. The offer expired at 9:00 p.m. Pacific Time on September 4, 2026, with 205 eligible employees tendering options to purchase an aggregate of 3,761,461 shares of common stock, representing 91.9% of the shares underlying eligible options held by eligible employees.

On September 5, 2026, RxSight granted options to purchase 1,643,324 shares of common stock to its named executive officers and restricted stock units covering 760,738 shares of common stock to non-executive employees, in each case in exchange for the cancelled options and pursuant to the company’s 2021 Equity Incentive Plan.

Key Figures

Eligible employees participating: 205 employees Options cancelled: 3,761,461 shares Participation rate: 91.9% +3 more

6 metrics

Eligible employees participating 205 employees Number of eligible employees who tendered options in the exchange offer as of expiration on September 4, 2026

Options cancelled 3,761,461 shares Aggregate shares underlying eligible options tendered and accepted for cancellation in the exchange offer

Participation rate 91.9% Portion of total shares underlying eligible options held by eligible employees that were tendered and cancelled

New options granted to executives 1,643,324 shares Shares of common stock underlying new options granted to named executive officers on September 5, 2026

RSUs granted to non-executives 760,738 shares Shares of common stock underlying RSUs granted to non-executive employees on September 5, 2026

Offer expiration time 9:00 p.m. Pacific Time Expiration time of the Offer to Exchange on September 4, 2026

Key Terms

Exchange Offer, Eligible Options, restricted stock units, 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.

Eligible Options financial

"the Company accepted for cancellation, Eligible Options to purchase an aggregate"

restricted stock units financial

"restricted stock units covering 760,738 shares of the Company’s common stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2021 Equity Incentive Plan financial

"pursuant to the terms of the Offer to Exchange and the Company’s 2021 Equity Incentive Plan"

FAQ

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

What did RxSight, Inc. (RXST) announce in Amendment No. 2 to its Schedule TO?

RxSight announced the final results of its employee option exchange. The offer expired on September 4, 2026, and resulted in the cancellation of options covering 3,761,461 shares of common stock and the grant of new options and RSUs under its 2021 Equity Incentive Plan.

How many RxSight (RXST) option shares were tendered and cancelled in the exchange offer?

Eligible employees tendered, and RxSight accepted for cancellation, options to purchase an aggregate of 3,761,461 shares of common stock. This represented 91.9% of the total shares underlying eligible options held by eligible employees at the time of the offer’s expiration.

How many new options did RxSight (RXST) grant to named executive officers after the exchange?

On September 5, 2026, RxSight granted named executive officers new options to purchase 1,643,324 shares of common stock. These options were issued in exchange for cancelled eligible options, in accordance with the terms of the Offer to Exchange and the 2021 Equity Incentive Plan.

What equity awards did RxSight (RXST) grant to non-executive employees in the exchange?

RxSight granted non-executive employees restricted stock units (RSUs) covering 760,738 shares of common stock. These RSUs were issued on September 5, 2026, in exchange for the cancellation of eligible options tendered by non-executive employees.

What proportion of eligible RxSight (RXST) options participated in the exchange offer?

The exchanged options represented approximately 91.9% of the total shares of RxSight’s common stock underlying eligible options held by eligible employees as of the offer’s expiration at 9:00 p.m. Pacific Time on September 4, 2026.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/08/2026 - 05:27 PM EDT Accepted by SEC EDGAR 09/08/2026 - 05:23 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A

(Amendment No. 2)

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. 2 to Schedule TO (this “Amendment No. 2”) is filed by RxSight, Inc., a Delaware corporation (the “Company”), and amends and supplements the Tender Offer Statement on Schedule TO originally filed by the Company with the Securities and Exchange Commission on August 10, 2026, and amended on August 25, 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.

Filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended, this Amendment No. 2 is being filed solely to amend “Item 4. Terms of the Transaction” under the caption “Material Terms” to reflect the final results of the Offer to Exchange. Only those items amended are reported in this Amendment No. 2. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged, and this Amendment No. 2 does not modify any of the information previously reported in the Schedule TO other than as specifically provided herein.

Item 4. Terms of the Transaction.

(a) Material Terms.

Item 4 of the Schedule TO is hereby amended and supplemented to add the following information:

“The Offer to Exchange expired at 9:00 p.m., Pacific Time, on September 4, 2026. Pursuant to the Offer to Exchange, as of the expiration of the Offer to Exchange, 205 Eligible Employees tendered, and the Company accepted for cancellation, Eligible Options to purchase an aggregate of 3,761,461 shares of the Company’s common stock, representing approximately 91.9% of the total shares of the Company’s common stock underlying the Eligible Options held by Eligible Employees. On September 5, 2026, following the expiration of the Offer to Exchange, the Company granted (i) options to purchase 1,643,324 shares of the Company’s common stock in exchange for the cancellation of the Eligible Options tendered by our named executive officers, and (ii) restricted stock units covering 760,738 shares of the Company’s common stock in exchange for the cancellation of the Eligible Options tendered by our non-executive employees, pursuant to the terms of the Offer to Exchange and the Company’s 2021 Equity Incentive Plan.”

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: September 8, 2026

2