AXT INC 8-KCurrent Reports (8-K / ad hoc)

Business

Item 1.01 Entry into a Material Definitive Agreement. On July 26, 2026, AXT Inc., a Delaware corporation, (the “Registrant”, and collectively with its affiliates, “AXT”) and Lumentum Operations LLC, a Delaware limited liability company (collectively with its affiliates, “Lumentum”) entered into a Capacity Reservation Agreement (the “Agreement”) for the supply and capacity reservation of indium phosphide (“InP”) wafer substrates (the “Products”). Under the terms of the Agreement, AXT has agreed to reserve a minimum annual commitment of the Products by Lumentum (the “Product Capacity”) for a six (6) year period beginning upon entry into the Agreement and to support any additional capacity that may be required. The Agreement may be renewed for additional one (1) year periods. In consideration for the reservation of the Product Capacity, Lumentum has agreed to pay AXT (i) an initial deposit of $43,500,000, due within thirty (30) business days after entry into the Agreement, and (ii) a second deposit of $43,500,000, with the timing and terms surrounding payment to be subsequently determined during calendar year 2028. The deposits shall be applied as shipment credits towards the purchase of the Products, until such deposit is exhausted. In the event that Lumentum’s actual purchase quantity during any calendar year falls below the committed Product Capacity for such calendar year (the “Annual Purchase Commitment”), subject to certain exceptions relating to force majeure circumstances, and/or Product quality and non-conformance issues, Lumentum shall be responsible for the shortfall between the Annual Purchase Commitment and the quantity actually purchased. In addition, failure to deliver the minimum annual Product Capacity by AXT shall constitute a material breach and should AXT fail to cure such breach, AXT will be required to refund to Lumentum the portion of deposit, as applicable, that has not previously been applied as shipment credits. However, upon termination for convenience or changes in demand, AXT will retain any unallocated deposit amounts. Any modifications to the Product Capacity may only be made in writing executed by both parties. The foregoing description of the Agreement 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 re