Form 8-K
8-K — AXT INC
Accession: 0001437749-26-024184
Filed: 2026-07-22
Period: 2026-07-16
CIK: 0001051627
SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — axti20260720_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (ex_990254.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 16, 2026
AXT, INC.
(Exact name of registrant as specified in its charter)
Delaware
000-24085
94-3031310
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
4281 Technology Drive
Fremont, California 94538
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (510) 438-4700
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)
☐ Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
☐ Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading Symbol
Name of each exchange on which registered:
Common Stock, $0.001 par value
AXTI
The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On July 16, 2026, the Board of Directors (the “Board”) of AXT, Inc. (the “Company”) increased the number of directors on the Board from five (5) to six (6). Immediately thereafter, the Board elected Jia-Bin Duh to the Board as a Class III Director and independent director, effective immediately. Mr. Duh’s term will expire at the Company’s annual meeting of stockholders in 2028. Mr. Duh will also serve on the audit, compensation and nominating and corporate governance committees of the Board.
Jia-Bin Duh. Mr. Duh has more than 30 years of senior executive leadership and investor experience in the technology and consumer sectors in Greater China. He currently serves as Director of Primax Electronics Ltd. (TPE: 4915), a position he has held since 2021, where he also served as Chairman and Chief Executive Officer from 2023-2024. Mr. Duh has also served as Chairman of Mobinnova Corp. from 2006-2009. Throughout his career, Mr. Duh held top leadership positions at major multinational corporations including serving as President of Cisco Systems China from 1998 to 2005 and Corporate Vice President of Cisco Systems Inc., and as President of Microsoft China from 1993 to 1998. Mr. Duh has served as an independent director of Wangfujing International Group Ltd. (SHA 600859) from 2016-2019, IDT International Limited (HK: 0167) from 2015-2018 and Huizhou Tymphany Acoustics Technology Ltd. Mr. Duh received a Bachelor of Science degree in Control Engineering from National Chiao Tung University, a Masters of Business Administration from the Kellogg School of Management at Northwestern University and a Master of Business Administration from the Hong Kong University of Science and Technology.
Mr. Duh will receive cash and equity compensation under the Company’s existing non-employee director compensation policy as described in the Company’s 2026 Proxy Statement filed with the Securities and Exchange Commission on March 31, 2026, including (i) an initial award of 2,500 shares of restricted stock and (ii) a prorated annual equity grant of 667 shares of restricted stock, with both awards to vest on May 14, 2027, subject to Mr. Duh’s continuous service through the vesting date. In addition, Mr. Duh will enter into the Company’s standard indemnification agreement in connection with his appointment to the Board. There are no arrangements or understandings between Mr. Duh and any other person pursuant to which Mr. Duh was elected as a director. There are no family relationships between Mr. Duh and any other director or executive officer of the Company. Except as disclosed in this Current Report, Mr. Duh has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On July 22, 2026, the Company issued a press release announcing the election of Mr. Duh to the Company’s Board. A copy of the press release is attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Press release dated July 22, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AXT, INC.
Date: July 22, 2026
By:
/s/ Gary L. Fischer
Gary L. Fischer
Chief Financial Officer and Corporate Secretary
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: ex_990254.htm · Sequence: 2
ex_990254.htm
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contacts:
Gary Fischer
Chief Financial Officer
(510) 438-4700
Leslie Green
Green Communications Consulting, LLC
leslie@greencommunicationsllc.com
AXT Announces Jia-Bin Duh Appointed to AXT, Inc. Board of Directors
FREMONT, Calif., July 22, 2026 – AXT, Inc. (NasdaqGS: AXTI), a leading manufacturer of compound semiconductor wafer substrates, today announced that Jia-Bin Duh has been appointed to the AXT Board of Directors, effective July 16, 2026. The AXT Board expanded to six directors from the previous number of five.
Duh brings more than 30 years of senior executive leadership and investor experience across the technology and consumer sectors, with deep expertise in international business operations, strategic growth, and Greater China markets. Throughout his career, he has held senior leadership positions at several leading technology companies, including Hewlett-Packard, Microsoft, and Cisco Systems, where he led business expansion and operations throughout China. His executive experience operating in the region, together with his understanding of its commercial and regulatory environment, will provide valuable perspective as AXT continues to grow its global business and support the long-term success of Tongmei, the Company's subsidiary in China.
Duh currently serves as Director of Primax Electronics Ltd. (TPE: 4915), a position he has held since 2021, where he also served as Chairman and Chief Executive Officer from 2023-2024. Duh has also served as Chairman of Mobinnova Corp. from 2006-2009. Throughout his career, Duh held top leadership positions at major multinational corporations including serving as President of Cisco Systems China from 1998 to 2005 and Corporate Vice President of Cisco Systems Inc., and as President of Microsoft China from 1993 to 1998. Duh has served as an independent director of Wangfujing International Group Ltd. (SHA 600859) from 2016-2019, IDT International Limited (HK: 0167) from 2015-2018 and Huizhou Tymphany Acoustics Technology Ltd. Duh received a Bachelor of Science degree in Control Engineering from National Chiao Tung University, a Master of Business Administration from the Kellogg School of Management at Northwestern University and a Master of Business Administration from the Hong Kong University of Science and Technology.
“We are pleased to welcome Jia-Bin to the AXT Board of Directors,” said Morris Young, chief executive officer. “Jia-Bin brings exceptional leadership experience gained from building and leading businesses across Greater China for some of the world's premier technology companies. His deep understanding of the Chinese business environment, strong relationships across both the public and private sectors, and extensive public company board experience will be invaluable as we continue to execute our long-term growth strategy and expand our global leadership in compound semiconductor substrates.”
About AXT, Inc.
AXT is a material science company that develops and manufactures high-performance compound and single element semiconductor substrate wafers comprising indium phosphide (InP), gallium arsenide (GaAs) and germanium (Ge). The company’s substrate wafers are used when a typical silicon substrate wafer cannot meet the performance requirements of a semiconductor or optoelectronic device. End markets include AI/data center connectivity, 5G infrastructure, passive optical networks, LED lighting, lasers, sensors, power amplifiers for wireless devices and satellite solar cells. AXT’s worldwide headquarters are in Fremont, California where the company maintains sales, administration and customer service functions. AXT has its Asia headquarters in Beijing, China and manufacturing facilities in three separate locations in China. In addition, as part of its supply chain strategy, the company has partial ownership in over ten companies in China producing raw materials for its manufacturing process. For more information, see AXT’s website at https://investors.axt.com.
Safe Harbor Statement
This press release contain certain statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. For example, our plans and ability to increase manufacturing capacity and to enable our industry to meet future demands and needs for our indium phosphide wafer substrates. Statements relating to our expectations regarding the receipt of export permits for our indium phosphide substrates, results of operations, market and customer demand for our products, our ability to expand our markets or increase sales, emerging applications using chips or devices fabricated on our substrates, including the use of indium phosphide wafer substrates in artificial intelligence (“AI”) applications, product yields and gross margins, expense levels, our investments in capital projects, ramping production at our sites, our ability to utilize or increase our manufacturing capacity, and our belief that we have adequate cash and investments to meet our needs are also forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “likely,” and similar expressions and variations thereof are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These statements appear in this press release and elsewhere, include statements regarding the intent, belief or current expectations of our management that are subject to known and unknown risks, uncertainties and assumptions which could cause actual results to differ materially from those expressed or implied in the forward-looking statement. These risks, uncertainties and assumptions include, but are not limited to, the receipt of export permits for our indium phosphide substrates, the withdrawal, cancellations or requests for redemptions by private equity funds in China of their investments in Tongmei, the administrative challenges in satisfying the requirements of various government agencies in China in connection with the investments in Tongmei , geopolitical tensions between China and the United States, and other factors described and captioned “Risk Factors” in the company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q and other filings made with the Securities and Exchange Commission. Each of these factors is difficult to predict and many are beyond the company’s control. The company does not undertake any obligation to update any forward-looking statement, as a result of new information, future events or otherwise. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.
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