CEO Young Morris S exercised 85,703 shares at a strike of $5.21 and sold $22,312,926 worth of shares (197,498 units at $112.98), decreasing direct ownership by 5% to 2,149,533 units (SEC Form 4)
$AXTI
Semiconductors
Technology
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
AXT INC [ AXTI ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 06/01/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/01/2026 | M | 73,897(1) | A | $5.21 | 2,335,225 | D | |||
| Common Stock | 06/01/2026 | S | 73,897 | D | $112.3907(2) | 2,261,328 | D | |||
| Common Stock | 06/02/2026 | M | 11,806(3) | A | $5.21 | 2,273,134 | D | |||
| Common Stock | 06/02/2026 | S | 123,601(4) | D | $113.3291(5) | 2,149,533 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $5.21 | 06/01/2026 | M | 73,897(1) | 10/28/2017 | 10/28/2026 | Common Stock | 73,897 | $0 | 478,852 | D | ||||
| Stock Option (Right to Buy) | $5.21 | 06/02/2026 | M | 11,806(3) | 10/28/2017 | 10/28/2026 | Common Stock | 11,806 | $0 | 467,046 | D | ||||
| Explanation of Responses: |
| 1. Represents the exercise of options which were originally granted on 10/28/2016 and became first exercisable on 10/28/2017. All of the shares subject to this option are fully vested. |
| 2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions pursuant to the cashless exercise/same-say sale of the options reported in footnote 1 at prices ranging from $110.00 to $115.64,inclusive. Upon request by the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate transaction. |
| 3. Represents the exercise of options which were originally granted on 10/28/2016 and became first exercisable on 10/28/2017. All of the shares subject to this option are fully vested. |
| 4. Of the total shares sold, 11,806 shares were sold pursuant to the cashless exercise/same-say sale of the options reported in footnote 3. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.70 to $121.48,inclusive. Upon request by the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate transaction. |
| /s/ Jeff Sensiba, Attorney-in-Fact | 06/03/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||