Form 8-K

8-K — AXT INC

Accession: 0001437749-26-033941

Filed: 2026-10-29

Period: 2026-09-30

CIK: 0001051627

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — axti20260905_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_1013304.htm)

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0001051627

2026-09-30

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): September 30, 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))

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. ☐

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

Item 2.02

Results of Operations and Financial Condition

On October 29, 2026, AXT, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2026. A copy of the Company’s press release, announcing the results, is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in Exhibit 99.1 hereto discussing the Company’s results of operations and financial condition for the quarter ended September 30, 2026, is being “furnished” in accordance with General Instruction B.2 of Form 8‑K and shall not be deemed to be “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 Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

99.1

Press release dated October 29, 2026, regarding the financial results of AXT, Inc. for the quarter ended September 30, 2026.

EXHIBIT INDEX

Exhibit

Number

Description

99.1

Press release dated October 29, 2026, regarding the financial results of AXT, Inc. for the quarter ended September 30, 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: October 29, 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_1013304.htm · Sequence: 2

ex_1013304.htm

Exhibit 99.1

AXT, Inc. Third Quarter 2026 Results

October 29, 2026

Page 1 of 6

AXT, Inc. Announces Third Quarter 2026 Financial Results

FREMONT, Calif., October 29, 2026 – AXT, Inc. (NasdaqGS: AXTI), a leading manufacturer of compound semiconductor wafer substrates, today reported financial results for the third quarter, ended September 30, 2026.

Management Qualitative Comments

“This is a pivotal and exciting period for AXT,” said Morris Young, chief executive officer. “Our revenue in Q3 reached a record $73.4 million, up 54 percent from the prior quarter and up 162 percent year over year, driven by exceptionally strong customer demand for our indium phosphide material. We entered 2026 with a commitment to double our indium phosphide capacity and I am pleased to report that not only have we surpassed that goal but we have more than quadrupled our 2026 indium phosphide revenue opportunity through additional productivity gains and the expansion of our capabilities for high-value, large diameter products. We remain laser-focused on execution and supporting our customers as they scale, and we believe we are well positioned for transformational growth as our market continues on an extraordinary trajectory.”

Third Quarter 2026 Results

In order to provide better clarity on its operational and financial results, AXT reports its financial results on both a GAAP and non-GAAP basis. Non-GAAP results exclude stock-based compensation expense. Investors can find GAAP to non-GAAP reconciliation tables in the financial statements in this earnings release.

●

Revenue for the third quarter of 2026 was $73.4 million, compared with $47.6 million for the second quarter of 2026 and $28.0 million for the third quarter of 2025.

●

GAAP gross margin was 56.0 percent of revenue for the third quarter of 2026, compared with 44.9 percent of revenue for the second quarter of 2026 and 22.3 percent for the third quarter of 2025.

●

Non-GAAP gross margin, after excluding charges for stock-based compensation, was 56.1 percent of revenue for the third quarter of 2026, compared with 45.0 percent of revenue for the second quarter of 2026 and 22.4 percent for the third quarter of 2025.

●

GAAP net income, after minority interests, for the third quarter of 2026 was a net income of $25.7 million, or $0.39 diluted income per share, compared with a net income of $11.1 million, or $0.17 per share, for the second quarter of 2026 and a net loss of $1.9 million, or $0.04 per share, for the third quarter of 2025.

●

Non-GAAP net income for the third quarter of 2026 was a net income of $26.8 million, or $0.41 per share, compared with a net income of $11.9 million, or $0.19 per share, for the second quarter of 2026 and a net loss of $1.2 million, or $0.03 per share, for the third quarter of 2025.

AXT, Inc. Third Quarter 2026 Results

October 29, 2026

Page 2 of 6

Conference Call

The company will host a conference call to discuss these results today at 1:30 p.m. PT. The conference call can be accessed at (833) 461-5787 (passcode 457 551 713). The call will also be simulcast at www.axt.com. The webcast will be available at http://www.axt.com until October 29, 2027. Additional investor information can be accessed at http://www.axt.com.

About AXT, Inc.

AXT is a material science company that develops and manufactures high-performance compound and single element semiconductor wafer substrates comprising indium phosphide (InP), gallium arsenide (GaAs) and germanium (Ge). The company’s wafer substrates are used when a typical silicon wafer substrate cannot meet the performance requirements of a semiconductor or optoelectronic device. End markets include 5G infrastructure, data center connectivity (silicon photonics), 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 more than ten companies in China producing raw materials and consumables for its manufacturing process. For more information, see AXT’s website at http://www.axt.com.

Note Regarding Use of Non-GAAP Financial Measures

As discussed above, the company provides certain non-GAAP financial measures that exclude stock-based compensation in addition to, and not as a substitute for, or because it believes that such information is superior to, financial measures calculated in accordance with GAAP. The company believes that non-GAAP financial measures, when taken collectively, may be helpful to investors because they provide consistency and comparability with past financial performance and provide better comparability with our peer companies, many of which also use similar non-GAAP financial measures. Further, the company believes that these non-GAAP financial measures offer an important analytical tool to help investors understand the company’s core operating results and trends. In addition, management uses non-GAAP financial measures to compare the company’s performance relative to forecasts and strategic plans and to benchmark its performance externally against peer companies. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies may calculate similarly-titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of the company’s non-GAAP financial measures as tools for comparison. The company encourages investors to carefully consider its results under GAAP, as well as its supplemental non‐GAAP information and the reconciliation between these presentations, to more fully understand its business. A reconciliation of our GAAP consolidated financial statements to our non-GAAP consolidated financial statements is provided below.

AXT, Inc. Third Quarter 2026 Results

October 29, 2026

Page 3 of 6

Forward-Looking Statements

The foregoing paragraphs contain 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.

###

FINANCIAL TABLES TO FOLLOW

AXT, Inc. Third Quarter 2026 Results

October 29, 2026

Page 4 of 6

AXT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share data)

Three Months Ended

Nine Months Ended

September 30,

2026

2025

2026

2025

Revenue

73,410

27,955

147,923

65,285

Cost of revenue

32,315

21,731

77,484

58,869

Gross profit

41,095

6,224

70,439

6,416

Operating expenses:

Selling, general and administrative

8,724

6,334

22,567

17,903

Research and development

3,944

1,013

10,607

6,656

Total operating expenses

12,668

7,347

33,174

24,559

Income (loss) from operations

28,427

(1,123

)

37,265

(18,143

)

Interest income (expense), net

5,895

(395

)

10,724

(866

)

Equity in income of unconsolidated joint ventures

237

515

1,007

592

Other income (expense), net

(238

)

(166

)

(598

)

211

Income (loss) before provision for income taxes

34,321

(1,169

)

48,398

(18,206

)

Provision for income taxes

4,571

504

7,103

1,157

Net income (loss)

29,750

(1,673

)

41,295

(19,363

)

Less: Net (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests

(4,027

)

(233

)

(6,064

)

1,651

Net income (loss) attributable to AXT, Inc.

25,723

(1,906

)

35,231

(17,712

)

Net income (loss) attributable to AXT, Inc. per common share:

Basic

0.40

(0.04

)

0.59

(0.41

)

Diluted

0.39

(0.04

)

0.57

(0.41

)

Weighted-average number of common shares outstanding:

Basic

63,827

43,842

59,474

43,701

Diluted

65,862

43,842

61,731

43,701

AXT, Inc. Third Quarter 2026 Results

October 29, 2026

Page 5 of 6

AXT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands)

September 30,

December 31,

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

485,472

120,266

Restricted cash

41,200

8,100

Short-term investments

27,266

—

Accounts receivable, net

39,685

26,849

Inventories

103,658

81,651

Prepaid expenses and other current assets

27,334

9,690

Total current assets

724,615

246,556

Long-term investments

271,956

—

Property, plant and equipment, net

194,370

161,860

Operating lease right-of-use assets

2,138

1,982

Other assets

24,801

23,353

Total assets

1,217,880

433,751

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

18,043

12,947

Accrued liabilities

100,407

14,798

Short-term loans

72,461

62,796

Total current liabilities

190,911

90,541

Noncurrent operating lease liabilities

1,215

1,441

Other long-term liabilities

42,930

7,138

Total liabilities

235,056

99,120

Redeemable noncontrolling interests

42,287

38,056

Stockholders’ equity:

Preferred stock

3,532

Common stock

Additional paid-in capital

944,829

339,922

Accumulated deficit

(29,693

)

(64,924

)

Accumulated other comprehensive loss

(5,385

)

(5,295

)

Total AXT, Inc. stockholders’ equity

913,349

273,290

Noncontrolling interests

27,188

23,285

Total stockholders’ equity

940,537

296,575

Total liabilities, redeemable noncontrolling interests and stockholders’ equity

1,217,880

433,751

AXT, Inc. Third Quarter 2026 Results

October 29, 2026

Page 6 of 6

AXT, INC.

Reconciliation of Statements of Operations Under GAAP and Non-GAAP

(Unaudited, in thousands)

Three Months Ended

Nine Months Ended

September 30,

2026

2025

2026

2025

GAAP gross profit

41,095

6,224

70,439

6,416

Stock-based compensation expense

195

159

Non-GAAP gross profit

41,160

6,274

70,634

6,575

GAAP operating expenses

12,668

7,347

33,174

24,559

Stock-based compensation expense

1,004

688

2,671

1,858

Non-GAAP operating expenses

11,664

6,659

30,503

22,701

GAAP income (loss) from operations

28,427

(1,123

)

37,265

(18,143

)

Stock-based compensation expense

1,069

738

2,866

2,017

Non-GAAP income (loss) from operations

29,496

(385

)

40,131

(16,126

)

GAAP net income (loss)

25,723

(1,906

)

35,231

(17,712

)

Stock-based compensation expense

1,069

738

2,866

2,017

Non-GAAP net income (loss)

26,792

(1,168

)

38,097

(15,695

)

GAAP net income (loss) per diluted share

0.39

(0.04

)

0.57

(0.41

)

Stock-based compensation expense per diluted share

0.02

0.01

0.05

Non-GAAP net income (loss) per diluted share

0.41

(0.03

)

0.62

(0.36

)

Shares used to compute diluted net income per share

65,862

43,842

61,731

43,701

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Document And Entity Information

Sep. 30, 2026

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration