Form 8-K

8-K — NLIGHT, INC.

Accession: 0001124796-26-000025

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001124796

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — lasr-20260507.htm (Primary)

EX-99.1 (exhibit991-q12026.htm)

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8-K

8-K (Primary)

Filename: lasr-20260507.htm · Sequence: 1

lasr-20260507

0001124796false00011247962026-05-072026-05-07

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): May 7, 2026

________________________________________________________

NLIGHT, INC.

(Exact name of registrant as specified in its charter)

________________________________________________________

Delaware 001-38462 91-2066376

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

4637 NW 18th Avenue

Camas, Washington

98607

(Address of principal executive offices) (Zip Code)

(360) 566-4460

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol Name of Exchange on which Registered

Common Stock, par value

$0.0001 per share LASR The Nasdaq Stock Market LLC

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On May 7, 2026, nLIGHT, Inc. (the "Company") announced its financial results for the three months ended March 31, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "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, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

99.1

Earnings Release issued by nLIGHT, Inc. on May 7, 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.

NLIGHT, INC.

(Registrant)

Date: May 7, 2026

By: /s/ JOSEPH CORSO

Joseph Corso

Chief Financial Officer

EX-99.1

Filename: exhibit991-q12026.htm · Sequence: 2

Document

Exhibit 99.1

nLIGHT, Inc. Announces First Quarter 2026 Results

Revenues of $80.2 million increased 55% year-over-year

Record A&D product revenues of $33.1 million increased 98% year-over-year

CAMAS, Wash., May 7, 2026 - nLIGHT, Inc. (Nasdaq: LASR), a leading provider of high-power lasers for mission critical directed energy, optical sensing, and advanced manufacturing applications, today reported record financial results for the first quarter of 2026.

“Our first quarter results represent another strong quarter of execution for nLIGHT with total revenue, gross margin, and Adjusted EBITDA all above our expectations. Our results were again driven by strength in our A&D markets with record defense product revenue nearly doubling year-over-year,” commented Scott Keeney, nLIGHT’s President and Chief Executive Officer. “Looking ahead, we remain encouraged by the pipeline of directed energy opportunities, including follow‑on production content, upgrades to existing platforms, and new prototype programs that should position us for continued growth over the next several years.”

First Quarter 2026 Financial Highlights

Three Months Ended March 31,

(In thousands, except percentages) 2026 2025 % Change

Revenues $ 80,181 $ 51,668 55.2 %

Gross margin 33.1 % 26.7 %

Loss from operations $ (719) $ (9,610) 92.5 %

Operating margin (0.9) % (18.6) %

Net income (loss) $ 645 $ (8,093) NM*

Adjusted EBITDA(1)

$ 13,831 $ 116 NM*

(1) A reconciliation of the non-GAAP metrics presented here to the most directly comparable GAAP metric has been provided in the tables included at the end of this release.

*Not meaningful

Revenues of $80.2 million for the first quarter of 2026 were up 55.2% compared to $51.7 million for the first quarter of 2025. Gross margin was 33.1% for the first quarter of 2026 compared to 26.7% for the first quarter of 2025. GAAP net income for the first quarter of 2026 was $0.6 million, or $0.01 per diluted share, compared to GAAP net loss of $8.1 million, or $0.16 per diluted share, for the first quarter of 2025. Non-GAAP net income for the first quarter of 2026 was $11.8 million, or $0.22 per diluted share, compared to non-GAAP net loss of $1.9 million, or $0.04 per diluted share, for the first quarter of 2025. Reconciliations of the non-GAAP metrics presented here to the most directly comparable GAAP metric have been provided in the tables included at the end of this release.

Outlook

For the second quarter of 2026, nLIGHT expects revenues to be in the range of $75 million to $81 million. The midpoint of $78 million includes Products revenue of approximately $58 million and Advanced Development revenue of approximately $20 million. nLIGHT expects overall gross margin to be in the range of 29% to 33%, with Products gross margin in the range of 37% to 41% and Advanced Development gross margin of approximately 8%. nLIGHT expects Adjusted EBITDA to be in the range of $8 million to $12 million.

We have not reconciled our outlook for Adjusted EBITDA because unrealized and realized foreign exchange gains and losses cannot be reasonably calculated or predicted nor can the probable significance be determined at this time. Accordingly, a reconciliation is not available without unreasonable effort.

Investor Webcast at 2:00 p.m. Pacific Time, Thursday, May 7, 2026

A webcast to discuss the first quarter results will be held on Thursday, May 7, 2026, at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time). The audio webcast will be available on the investor relations section of the company's web site at http://investors.nlight.net. A replay of the webcast will be available shortly after the conclusion of the call.

The webcast can also be accessed directly at https://events.q4inc.com/attendee/724898168.

Use of Non-GAAP Financial Results

In addition to U.S. GAAP results, this press release contains non-GAAP financial results, including non-GAAP gross margin, Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP net income (loss) per share, basic and diluted. We use Adjusted EBITDA to help us evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. In addition to our results determined in accordance with GAAP, we believe Adjusted EBITDA is a meaningful measure of performance as it is commonly utilized by us and the investment community to analyze operating performance in our industry. Similarly, we believe that providing non-GAAP gross margin, non-GAAP net income (loss) and non-GAAP net income (loss) per share, basic and diluted, is useful to our investors as they present an informative supplemental view of our results from period to period by removing the effect of stock-based compensation expense and other non-recurring items. However, the non-GAAP metrics presented herein are specific to us and may not be comparable to similar metrics disclosed by other companies because of differing methods used by other companies in calculating them.

We define Adjusted EBITDA as net income (loss) adjusted for income tax expense (benefit), other non-operating income or expense, interest income or expense, depreciation and amortization, stock-based compensation, acquisition and integration-related costs, and other non-recurring items as determined by management, as applicable. We define non-GAAP gross margin as GAAP gross margin adjusted for stock-based compensation and other non-recurring items as determined by management, as applicable. We define non-GAAP net income (loss) as GAAP net income (loss) adjusted for stock-based compensation, amortization of purchased intangibles, acquisition and integration-related costs, and other non-recurring items as determined by management, as applicable. We define non-GAAP net income (loss) per share, basic and diluted, as non-GAAP net income (loss) divided by the weighted-average number of shares outstanding during the respective period plus the dilutive effect of any common stock equivalents during the period in the case of non-GAAP net income (loss) per share, diluted.

Tables presenting the reconciliation of net loss to Adjusted EBITDA, as well as the reconciliation of GAAP to non-GAAP gross margin, GAAP to non-GAAP net income (loss) and GAAP to non-GAAP net income (loss) per share, basic and diluted, are included at the end of this press release.

Safe Harbor Statement

Certain statements in this release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Words such as “outlook,” “guidance,” “expects,” “intends,” “projects,” “plans,” “believes,” “estimates,” “targets,” “anticipates,” and similar expressions may identify these forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding expected revenues, gross margin, and Adjusted EBITDA, and our business strategy and ability to profitably grow our business, as well as any other statement that does not directly relate to any historical or current fact. Forward-looking statements are based on our current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties and changes in

circumstances that are difficult to predict. Many factors could cause actual results to differ materially and adversely from these forward-looking statements, including but not limited to our ability to compete successfully in the markets for our products; changes in the markets we serve or in the global economy; our ability to increase our volumes and decrease our costs to offset potential declines in the average selling prices of our products; rapid technological changes in the markets that we participate in; our ability to develop and maintain products that can achieve market acceptance; our ability to generate sufficient revenues to achieve or maintain profitability in the future; our high levels of fixed costs and inventory and their effect on our gross profits and results of operations if demand for our products declines or we maintain excess inventory levels; our ability to manage growth and spending during economic downturns; our manufacturing capacity and operations and their suitability for future levels of demand; our reliance on third parties to manufacture certain of our products and product components; our reliance on a small number of customers for a significant portion of our revenues; our ability to manage risks associated with international customers and operations; the effect of government export and import controls on our ability to compete in international markets; our ability to protect our proprietary technology and intellectual property rights; fluctuations in our quarterly results of operations and other operating measures; and the effect on our business of claims, lawsuits, government investigations, other legal or regulatory proceedings, or commercial or contractual disputes that we are or may become involved in. Additional information concerning these and other factors can be found in nLIGHT's filings with the Securities and Exchange Commission (the “SEC”), including other risks, relevant factors and uncertainties identified in the “Risk Factors” section of nLIGHT's most recent Annual Report on Form 10-K or subsequent filings with the SEC. nLIGHT undertakes no obligation to update publicly or revise any forward-looking statements contained herein to reflect future events or developments, except as required by law.

The nLIGHT logo and “nLIGHT” are registered trademarks or trademarks of nLIGHT, Inc. in various jurisdictions.

About nLIGHT

nLIGHT, Inc. is a leading provider of high-power lasers for mission critical directed energy, optical sensing, and advanced manufacturing applications. Headquartered in Camas, Washington, nLIGHT employs more than 800 people with operations in the United States, Europe and Asia. The company’s vertically integrated approach enables performance leadership from laser chip through system-level solutions. For more information, please visit www.nlight.net.

For more information, contact:

John Marchetti

VP Corporate Development and Investor Relations

nLIGHT, Inc.

(360) 566-4460

john.marchetti@nlight.net

nLIGHT, Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

Three Months Ended March 31,

2026 2025

Revenue:

Products $ 58,202 $ 35,678

Development 21,979 15,990

Total revenue 80,181 51,668

Cost of revenue:

Products 32,810 23,724

Development 20,858 14,145

Total cost of revenue(1)

53,668 37,869

Gross profit 26,513 13,799

Operating expenses:

Research and development(1)

11,846 11,374

Sales, general, and administrative(1)

15,091 12,035

Restructuring 295 —

Total operating expenses 27,232 23,409

Loss from operations (719) (9,610)

Other income:

Interest income 1,562 1,688

Interest (expense) (300) (48)

Other income, net 155 14

Income (loss) before income taxes 698 (7,956)

Income tax expense 53 137

Net income (loss) $ 645 $ (8,093)

Net income (loss) per share, basic $ 0.01 $ (0.16)

Net income (loss) per share, diluted $ 0.01 $ (0.16)

Shares used in per share calculations:

Basic 54,121 49,093

Diluted 59,975 49,093

(1)Includes stock-based compensation as follows:

Three Months Ended March 31,

2026 2025

Cost of revenues $ 1,054 $ 570

Research and development 2,261 1,784

Sales, general, and administrative 7,571 3,702

$ 10,886 $ 6,056

nLIGHT, Inc.

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

As of

March 31, 2026 December 31, 2025

Assets

Current assets:

Cash and cash equivalents $ 298,211 $ 98,699

Marketable Securities 34,383 34,934

Accounts receivable, net 48,105 50,836

Inventory 43,864 45,407

Prepaid expenses and other current assets 21,502 13,314

Total current assets 446,065 243,190

Restricted cash 322 322

Lease right-of-use assets 14,266 15,020

Property, plant and equipment, net 40,897 42,114

Goodwill 12,432 12,448

Other assets, net 1,717 2,116

Total assets $ 515,699 $ 315,210

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable $ 19,125 $ 20,890

Accrued liabilities 16,929 19,052

Deferred revenue 4,093 1,489

Current portion of lease liabilities 2,902 2,776

Line of credit 20,000 20,000

Total current liabilities 63,049 64,207

Non-current income taxes payable 5,991 5,902

Long-term lease liabilities 12,681 13,431

Other long-term liabilities 4,741 4,921

Total liabilities 86,462 88,461

Stockholders' equity:

Common stock - par value 17 16

Additional paid-in capital 780,482 578,360

Accumulated other comprehensive loss (3,344) (3,064)

Accumulated deficit (347,918) (348,563)

Total stockholders’ equity 429,237 226,749

Total liabilities and stockholders’ equity $ 515,699 $ 315,210

nLIGHT, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Three Months Ended March 31,

2026 2025

Cash flows from operating activities:

Net loss $ 645 $ (8,093)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation 3,158 3,172

Amortization 211 498

(Increase) reduction in carrying amount of right-of-use assets 723 (473)

Provision for losses on (recoveries of) accounts receivable (9) (466)

Stock-based compensation 10,886 6,056

Deferred income taxes (3) (3)

Loss on disposal of property, plant and equipment 24 62

Interest earned on marketable securities not yet received (231) (227)

Non-cash restructuring charges 295 —

Changes in operating assets and liabilities:

Accounts receivable, net 2,736 (768)

Inventory 1,343 (2,811)

Prepaid expenses and other current assets (8,165) (959)

Other assets, net 189 502

Accounts payable (1,637) 2,018

Accrued and other long-term liabilities (2,528) 1,693

Deferred revenues 2,610 (736)

Lease liabilities (594) 450

Non-current income taxes payable 30 65

Net cash provided by (used in) operating activities 9,683 (20)

Cash flows from investing activities:

Purchases of property, plant and equipment (2,113) (2,281)

Purchase of marketable securities (34,173) (34,288)

Proceeds from maturities and sales of marketable securities 34,918 34,136

Net cash used in investing activities (1,368) (2,433)

Cash flows from financing activities:

Proceeds from public offerings, net of offering costs 191,275 —

Proceeds from line of credit — 20,000

Proceeds from stock option exercises 150 121

Tax payments related to stock award issuances (190) (1,356)

Net cash provided by financing activities 191,235 18,765

Effect of exchange rate changes on cash (38) 56

Net increase in cash, cash equivalents and restricted cash 199,512 16,368

Cash, cash equivalents and restricted cash, beginning of period 99,021 66,088

Cash, cash equivalents and restricted cash, end of period $ 298,533 $ 82,456

Supplemental disclosures:

Cash paid for interest, net $ 288 $ 12

Operating cash outflows from operating leases 797 855

Right-of-use assets obtained in exchange for lease liabilities (32) 1,188

Accrued purchases of property, equipment and patents 222 337

Reconciliation of cash and cash equivalents and restricted cash:

Cash and cash equivalents $ 298,211 $ 82,196

Restricted cash 322 260

Total cash and cash equivalents and restricted cash $ 298,533 $ 82,456

nLIGHT, Inc.

Reconciliation of GAAP Financial Metrics to Non-GAAP

(In thousands, except per share data)

(Unaudited)

Reconciliation of GAAP to Non-GAAP Gross Profit

Three Months Ended March 31,

2026 2025

Products Development Total Products Development Total

Revenue $ 58,202 $ 21,979 $ 80,181 $ 35,678 $ 15,990 $ 51,668

Cost of revenue (32,810) (20,858) (53,668) (23,724) (14,145) (37,869)

Gross profit $ 25,392 $ 1,121 $ 26,513 $ 11,954 $ 1,845 $ 13,799

Non-GAAP adjustments

Stock-based compensation 590 464 1,054 570 — 570

Non-GAAP gross profit $ 25,982 $ 1,585 $ 27,567 $ 12,524 $ 1,845 $ 14,369

Gross margin 43.6 % 5.1 % 33.1 % 33.5 % 11.5 % 26.7 %

Non-GAAP gross margin 44.6 % 7.2 % 34.4 % 35.1 % 11.5 % 27.8 %

Reconciliation of Net Loss to Adjusted EBITDA

Three Months Ended March 31,

2026 2025

Net income (loss) $ 645 $ (8,093)

Income tax expense 53 137

Other income, net (155) (14)

Interest income (1,562) (1,688)

Interest expense 300 48

Depreciation and amortization 3,369 3,670

Stock-based compensation 10,886 6,056

Restructuring charges 295 —

Adjusted EBITDA $ 13,831 $ 116

Reconciliation of GAAP to Non-GAAP Net Loss, and GAAP to Non-GAAP Net Loss per Share, Basic and Diluted

Three Months Ended March 31,

2026 2025

Net income (loss) $ 645 $ (8,093)

Add back:

Stock-based compensation(1)

10,886 6,056

Amortization of purchased intangibles(1)

— 149

Restructuring charges 295 —

Non-GAAP net income (loss) 11,826 (1,888)

GAAP weighted-average shares outstanding 54,121 49,093

Participating securities — —

Non-GAAP weighted-average number of shares, basic 54,121 49,093

Dilutive effect of common stock equivalents 5,854 —

Non-GAAP weighted-average number of shares, diluted 59,975 49,093

Non-GAAP net income (loss) per share, basic $ 0.22 $ (0.04)

Non-GAAP net income (loss) per share, diluted $ 0.20 $ (0.04)

(1) There is no income tax effect related to the stock-based compensation and amortization of purchased intangibles adjustments due to the full valuation allowance in the United States.

nLIGHT, Inc.

Supplemental Schedule of Financial Information

(In thousands)

(Unaudited)

Revenues by End Market

Three Months Ended March 31,

2026 2025

Aerospace and Defense $ 55,127 $ 32,706

Industrial 12,025 8,856

Microfabrication 13,029 10,106

$ 80,181 $ 51,668

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Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

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:

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Namespace Prefix:

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