RxSight (RXST) offers to swap 4.08M underwater options for new awards

Rhea-AI Filing Summary

RxSight, Inc. has launched an employee stock option exchange offer covering up to 4,083,693 options granted under its 2021 Equity Incentive Plan. Eligible options are those, vested or unvested, with per-share exercise prices at or above $6.00 for most employees and $10.00 for named executive officers, and at or above the closing stock price on the offer’s expiration date.

Eligible employees are U.S.-based employees, including named executive officers, who remain employed through the offer’s expiration and the new award grant date. Non-U.S. employees and non-employee directors cannot participate. Non-executive employees may exchange eligible options for restricted stock units, while named executive officers may exchange for new stock options, under the terms and conditions described in the company’s offer materials.

Filing Explained

The exchange is open, but the filing does not establish how many options will be accepted or new awards issued.

RxSight has commenced an issuer offer to exchange certain outstanding options for new awards, covering up to 4,083,693 shares subject to options. The filing does not report completed results: the number accepted and the number of new awards remain dependent on employee tenders, company acceptance, and cancellation of the exchanged options.

The offer exchanges options rather than currently issuing common stock: eligible non-executive employees may receive restricted stock units, while named executive officers may receive new options, and accepted tendered options are cancelled. Thus, the filing establishes a conditional award replacement, not a completed change in common-share ownership.

The key resolution is the offer’s expiration and the new-award grant date; a final amendment to this Schedule TO would report the offer results.

Key Figures

Options Eligible for Exchange: 4,083,693 shares Exercise Price Threshold (Employees): $6.00 per share Exercise Price Threshold (NEOs): $10.00 per share +2 more

5 metrics

Options Eligible for Exchange 4,083,693 shares Aggregate shares underlying options that may be exchanged in the offer

Exercise Price Threshold (Employees) $6.00 per share Minimum exercise price for non-executive employee options to be eligible

Exercise Price Threshold (NEOs) $10.00 per share Minimum exercise price for named executive officer options to be eligible

Par Value $0.001 per share Par value of RxSight common stock underlying the options

Offer Date August 10, 2026 Date of the Offer to Exchange Certain Outstanding Options for New Awards

Key Terms

Exchange Offer, restricted stock units, named executive officers, tender offer, +1 more

5 terms

Exchange Offer financial

"an offer by RxSight, Inc. ... to exchange (the “Exchange Offer”) certain options"

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.

restricted stock units financial

"may be exchanged for new awards consisting of restricted stock units (“RSUs”)"

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.

named executive officers financial

"($10.00 in the case of our named executive officers)"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

tender offer regulatory

"Tender Offer Statement on Schedule TO relates to an offer by RxSight, Inc."

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

Equity Incentive Plan financial

"granted under the Company’s 2021 Equity Incentive Plan, as amended"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

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

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Available on EDGAR 08/10/2026 - 08:07 AM Accepted by SEC EDGAR 08/10/2026 - 08:01 AM Learn about SEC filing dates

FAQ

What is RxSight (RXST) offering in this employee option exchange?

RxSight is offering to exchange certain underwater stock options for new awards. Eligible U.S. employees can swap options for RSUs, while named executive officers receive new options, subject to detailed terms in the company’s offer materials.

How many RxSight (RXST) options are eligible in the exchange?

The exchange covers options to purchase up to 4,083,693 shares of RxSight common stock. This cap applies to eligible options outstanding and unexercised at the start of the offer and remaining outstanding through its expiration.

Which RxSight (RXST) options qualify for the exchange offer?

Eligible options must have per-share exercise prices at or above $6.00 for most employees and $10.00 for named executive officers, and at or above the stock’s closing price on the offer expiration date, while remaining outstanding and unexercised.

Who can participate in the RxSight (RXST) option exchange?

Participation is limited to RxSight employees located in the United States, including named executive officers, who remain employed through the offer’s expiration and new award grant date. Non-U.S. employees and non-employee directors are not eligible.

What happens to RxSight (RXST) options tendered in the exchange?

Options validly tendered and accepted are cancelled and replaced with new awards. Non-executive employees receive RSUs, while named executive officers receive new options, with terms described under “Source and amount of consideration; terms of new awards.”

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

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 Tender Offer Statement on Schedule TO relates to an offer by RxSight, Inc., a Delaware corporation (the “Company”), to exchange (the “Exchange Offer”) certain options to purchase up to an aggregate of 4,083,693 shares of the Company’s common stock, whether vested or unvested, granted under the Company’s 2021 Equity Incentive Plan, as amended (the “2021 Plan”), with a per share exercise price equal to or greater than (i) $6.00 ($10.00 in the case of our named executive officers) and (ii) the closing price of our common stock on the expiration date of this Exchange Offer, that are outstanding at the start of this Exchange Offer and remain outstanding and unexercised through the expiration of this Exchange Offer (the “Eligible Options”).

These Eligible Options may be exchanged for new awards consisting of restricted stock units (“RSUs”) in the case of eligible employees who are not named executive officers, or new options (“options”) in the case of eligible employees who are named executive officers (collectively, the “New Awards”), upon the terms and subject to the conditions set forth in (i) the Offer to Exchange Certain Outstanding Options for New Awards dated August 10, 2026 (the “Offer to Exchange”), attached hereto as Exhibit (a)(1)(A), (ii) the Launch Email to All Eligible Employees from Caroline Vaughn, our Vice President, Global HR & People Operations, dated August 10, 2026, attached hereto as Exhibit (a)(1)(B), and (iii) the Election Terms and Conditions, together with their associated instructions, attached hereto as Exhibit (a)(1)(C). The following disclosure materials were also made available to Eligible Employees (as defined below): (I) the Form of Confirmation Email to Eligible Employees who elect to participate in or withdraw from the Exchange Offer, attached hereto as Exhibit (a)(1)(D), (II) the Form of Reminder Email to Eligible Employees, attached hereto as Exhibit (a)(1)(E), (III) the Screenshots of the Company’s Offer Website, attached hereto as Exhibit (a)(1)(F), (IV) the Employee Presentation, attached hereto as Exhibit (a)(1)(G), (V) the NEO Employee Presentation, attached hereto as Exhibit (a)(1)(H), and (VI) the Employee Communication from Aziz Mottiwala sent to All Eligible Employees on August 10, 2026, attached hereto as Exhibit (a)(1)(I). These documents, as they may be amended or supplemented from time to time, together constitute the “Disclosure Documents.” An “Eligible Employee” refers to each employee of the Company, including its named executive officers, as of the date the Offer commences who is located in the United States and remains an employee of the Company through the expiration of the Offer and the New Award grant date. Employees who are not located in the United States and the non-employee members of the Company’s board of directors are not eligible employees and may not participate in the Exchange Offer.

The information in the Disclosure Documents, including all schedules and annexes to the Disclosure Documents, is incorporated herein by reference to answer the items required in this Schedule TO.

Item 1. Summary Term Sheet.

The information set forth under the caption “Summary Term Sheet and Questions and Answers” in the Offer to Exchange is incorporated herein by reference.

Item 2. Subject Company Information.

(a) Name and Address.

RxSight, Inc. is the issuer of the securities subject to the Exchange Offer. The address of the Company’s principal executive office is 100 Columbia, Aliso Viejo, CA 92656, and the telephone number at that address is (949) 521-7830. The information set forth in the Offer to Exchange under the caption “The Offer” titled “10. Information concerning RxSight” is incorporated herein by reference.

(b) Securities.

The subject class of securities consists of the Eligible Options. The actual number of shares of common stock subject to the New Awards to be issued in the Exchange Offer will depend on the number of shares of common stock subject to the unexercised options tendered by Eligible Employees and accepted for exchange and

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cancelled. The information set forth in the Offer to Exchange under the captions “Summary Term Sheet and Questions and Answers,” “Risks of Participating in the Offer,” and the sections under the caption “The Offer” titled “2. Number of new Awards; expiration date,” “6. Acceptance of options for exchange and issuance of new awards,” and “9. Source and amount of consideration; terms of new awards” is incorporated herein by reference.

(c) Trading Market and Price.

The information set forth in the Offer to Exchange under the caption “The Offer” titled “8. Price range of shares underlying the options” is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

(a) Name and Address.

The filing person is the issuer. The information set forth under Item 2(a) above is incorporated herein by reference.

Pursuant to General Instruction C to Schedule TO, the information set forth on Schedule A to the Offer to Exchange is incorporated herein by reference.

Item 4. Terms of the Transaction.

(a) Material Terms.

The information set forth in the section of the Offer to Exchange under the caption “Summary Term Sheet and Questions and Answers” and the sections under the caption “The Offer” titled “1. Eligibility,” “2. Number of new awards; expiration date,” “3. Purposes of the offer,” “4. Procedures for electing to exchange options,” “5. Withdrawal rights and change of election,” “6. Acceptance of options for exchange and issuance of new awards,” “7. Conditions of the offer,” “8. Price range of shares underlying the options,” “9. Source and amount of consideration; terms of new awards,” “12. Status of options acquired by us in the offer; accounting consequences of the offer,” “13. Legal matters; regulatory approvals,” “14. Material income tax consequences,” “15. Extension of offer; termination; amendment” and Schedule B attached to the Offer to Exchange is incorporated herein by reference.

(b) Purchases.

The information set forth in the section of the Offer to Exchange under the caption “The Offer” titled “11. Interests of directors and executive officers; transactions and arrangements concerning the options” is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Arrangements.

(a) Agreements Involving the Subject Company’s Securities.

The information set forth in the section of the Offer to Exchange under the caption “The Offer” titled “11. Interests of directors and executive officers; transactions and arrangements concerning the options” is incorporated herein by reference. The 2021 Plan and related agreements attached hereto as Exhibit (d), are incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a) Purposes.

The information set forth in the section of the Offer to Exchange under the caption “Summary Term Sheet and Questions and Answers” and the section under the caption “The Offer” titled “3. Purposes of the offer” is incorporated herein by reference.

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(b) Use of Securities Acquired.

The information set forth in the sections of the Offer to Exchange under the caption “The Offer” titled “6. Acceptance of options for exchange and issuance of new awards” and “12. Status of options acquired by us in the offer; accounting consequences of the offer” is incorporated herein by reference.

(c) Plans.

The information set forth in the sections of the Offer to Exchange under the caption “The Offer” titled “3. Purposes of the offer” and “9. Source and amount of consideration; terms of new awards” is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

(a) Source of Funds.

The information set forth in the section of the Offer to Exchange under the caption “The Offer” titled “9. Source and amount of consideration; terms of new awards” is incorporated herein by reference.

(b) Conditions.

The information set forth in the section of the Offer to Exchange under the caption “The Offer” titled “7. Conditions of the offer” is incorporated herein by reference.

(d) Borrowed Funds.

Not applicable.

Item 8. Interest in Securities of the Subject Company.

(a) Securities Ownership.

The information set forth in the section of the Offer to Exchange under the caption “The Offer” titled “11. Interests of directors and executive officers; transactions and arrangements concerning the options” is incorporated herein by reference.

(b) Securities Transactions.

The information set forth in the section of the Offer to Exchange under the caption “The Offer” titled “11. Interests of directors and executive officers; transactions and arrangements concerning the options” is incorporated herein by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

(a) Solicitations or Recommendations.

Not applicable.

Item 10. Financial Statements.

(a) Financial Information.

The information set forth in Schedule B to the Offer to Exchange and in the sections of the Offer to Exchange under the caption “The Offer” titled “10. Information concerning RxSight,” “17. Additional

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information” and “18. Financial information” is incorporated herein by reference. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 can also be accessed electronically on the Securities and Exchange Commission’s website at http://www.sec.gov.

(b) Pro Forma Information.

Not applicable.

Item 11. Additional Information.

(a) Agreements, Regulatory Requirements and Legal Proceedings.

The information set forth in the sections of the Offer to Exchange under the caption “The Offer” titled “11. Interests of directors and executive officers; transactions and arrangements concerning the options” and “13. Legal matters; regulatory approvals” is incorporated herein by reference.

(b) Other Material Information.

Not applicable.

Item 12. Exhibits.

Incorporated by Reference

Exhibit Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

(a)(1)(A)

Offer to Exchange Certain Outstanding Options for New Awards, dated August 10, 2026.

X

(a)(1)(B)

Launch Announcement.

X

(a)(1)(C)

Election Terms and Conditions.

X

(a)(1)(D)

Form of Confirmation Email.

X

(a)(1)(E)

Form of Reminder Email.

X

(a)(1)(F)

Screenshots from Offer Website.

X

(a)(1)(G)

Employee Presentation.

X

(a)(1)(H)

NEO Employee Presentation.

X

(a)(1)(I)

Employee Communication sent on August 10, 2026.

X

(b)

Not applicable.

(d)

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

10-K

001-40690

10.3

2/25/2025

(g)

Not applicable.

(h)

Not applicable.

107

Filing Fee Table.

X

Item 13. Information Required by Schedule 13E-3.

(a) Not applicable.

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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 10, 2026

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