Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On June 26, 2026, AXT-Tongmei, Inc., a Delaware corporation ("AXT-Tongmei") and a subsidiary of AXT, Inc., a Delaware corporation (the "Registrant", and collectively with AXT-Tongmei and the Registrant's affiliates, "AXT") entered into a Master Development and Supply Agreement (the "Agreement") with Coherent Corp, a Pennsylvania Corporation ("Coherent"), effective as of June 25, 2026 (the "Effective Date"). The Agreement establishes the terms for the mass development and supply of certain agreed-upon specifications for 6-inch indium phosphide ("InP") wafer substrates (the "Products") from AXT to Coherent for an initial term of three (3) years from the Effective Date.

Under the Agreement, AXT has agreed to increase its manufacturing capacity of the Products at its Beijing, China facility in 2026 through 2028 and has committed to the delivery of an agreed upon Product capacity to Coherent (the "Capacity Commitment") for a prepayment of US$22,288,500 (the "Prepayment") from Coherent to AXT. AXT has also agreed to certain prices per wafer substrate and the application of the Prepayment for certain Product purchases under the terms of the Agreement until the full amount of the Prepayment has been allocated. The Prepayment is refundable to Coherent at its sole option if the Prepayment has not been fully applied upon the expiration or termination of the Agreement. However, if Coherent fails to meet its minimum order quantity requirement, the remaining unused portion of the Prepayment shall be nonrefundable and AXT has the right to terminate the Agreement. Subject to any mutually agreed changes, Coherent has the right to terminate the Agreement if AXT fails to meet the Capacity Commitment for more than six (6) successive calendar months, and is entitled to a refund of the unused Prepayment.

To the extent there is additional capacity beyond the committed quantity, AXT has agreed to offer such additional capacity at the same terms to Coherent.

The Agreement contains customary provisions regarding confidentiality, force majeure circumstances, indemnification and representations and warranties and is subject to standard confidentiality and nondisclosure terms.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which will be filed as an exhibit to the Registrant's quarterly report on Form 10-Q for the period ended June 30, 2026.