Acceleration/Increase of Financial Obligation, Financial Obligation (Form 8-K)

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On June 26, 2026, Beijing Tongmei Xtal Technology Co., Ltd. ("Tongmei"), a majority controlled subsidiary of AXT, Inc. (the "Company"), notified the Shanghai Stock Exchange that it was withdrawing its application for an initial public offering ("IPO") on the exchange's STAR Market (the "STAR Market"), and on July 8, 2026 the Shanghai Stock Exchange published the acceptance of the withdrawal. AXT and Tongmei will transfer their dedicated resources and efforts towards a listing on the Hong Kong Stock Exchange where its listing application will emphasize its updated business plan focusing on the development of the Company's indium phosphide ("InP") business to address the growing demand for InP substrates used in high-speed optical data transmission and artificial intelligence data center applications. Tongmei's listing application on the STAR Market in 2021, which has been pending since that time, emphasized Tongmei's gallium arsenide ("GaAs") semiconductor wafer substrates and other products for micro-LEDs. Given the increase in demand for its InP wafer substrates used for high-speed optical data transmission in data centers employing artificial intelligence, the Company believes that the Hong Kong Stock Exchange is an attractive market to list Tongmei's shares permitting a broader potential base of institutional and retail investors in its anticipated IPO.

In connection with its listing application on the STAR Market, Tongmei raised an aggregate of RMB 324,404,508 (approximately US$49 million) from eleven (11) private equity funds in China. Pursuant to the agreements with these private equity funds, Tongmei's withdrawal of the listing application gives rise to a redemption right: each fund has the right, but not the obligation, to require the Company or Tongmei to redeem its investment, and the Company or Tongmei has the right, but not the obligation, to redeem each fund's investment, in each case for a price equal to the original amount invested, without interest or any other return. Because the redemption price is fixed in RMB, the U.S. dollar amount payable will vary with the RMB/USD exchange rate. Tongmei and the Company are in discussions with each fund to determine whether it wishes to continue its investment as Tongmei advances toward an application for a Hong Kong Stock Exchange listing, or to have its investment redeemed in whole or in part. The Company has sufficient funds to redeem the fund's investments in full should full redemption be required.