nLIGHT - 10-Q quarterly report FY2026 Q1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________

FORM 10-Q

________________________________________________________

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-38462

________________________________________________________

NLIGHT, INC.

(Exact name of Registrant as specified in its charter)

________________________________________________________

Delaware

91-2066376

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)

4637 NW 18th Avenue

Camas, Washington 98607

(Address of principal executive office, including zip code)

(360) 566-4460

(Registrant's telephone number, including area code)

__________________________________________

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 6, 2026, the Registrant had 56,408,709 shares of common stock outstanding.


TABLE OF CONTENTS
			Page

Part I. Financial Information			1
Item 1. Unaudited Interim Financial Statements			1
Consolidated Balance Sheets: March 3 1 , 202 6 and December 31, 202 5 (unaudited)			1
Consolidated Statements of Operations: Three Months Ended March 3 1 , 202 6 and 202 5 (unaudited)			2
Consolidated Statements of Comprehensive Loss: Three Months Ended March 31, 2026 and 2025 (unaudited)			3
Consolidated Statements of Stockholders' Equity: Three Months Ended March 31, 2026 and 2025 (unaudited)			4
Consolidated Statements of Cash Flows: Three Months Ended March 31, 2026 and 2025 (unaudited)			5
Notes to Consolidated Financial Statements (unaudited)			6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3. Quantitative and Qualitative Disclosures About Market Risk			24
Item 4. Controls and Procedures			25
Part II. Other Information			25
Item 1. Legal Proceedings			25
Item 1A. Risk Factors			25
Item 5. Other Information			26
Item 6. Exhibits			27
Signatures			28

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

nLIGHT, Inc.

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 of allowances of $513 and $520	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 revenues	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 - $0.0001 par value; 190,000 shares authorized, 56,406 and 51,163 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	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

See accompanying notes to consolidated financial statements.

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		53,668		37,869
Gross profit		26,513		13,799
Operating expenses:
Research and development		11,846		11,374
Sales, general, and administrative		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

See accompanying notes to consolidated financial statements.

nLIGHT, Inc.

Consolidated Statements of Comprehensive Loss

(In thousands)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Net income (loss)	$	645	$	(8,093)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(240)		326
Change in unrealized gains on available-for-sale securities	(38)		(725)
Comprehensive income (loss)	$	365	$	(8,492)

See accompanying notes to consolidated financial statements.

nLIGHT, Inc.

Consolidated Statements of Stockholders' Equity

(In thousands)

(Unaudited)


	Three Months Ended March 31, 2026
	Common stock			Additional paid-in capital		Accumulated other comprehensive loss		Accumulated deficit		Total stockholders' equity
	Shares	Amount
Balance, December 31, 2025	51,163	$	16	$	578,360	$	(3,064)	$	(348,563)	$	226,749
Net income	—	—		—		—		645		645
Proceeds from follow-on offering, net of underwriting discount and offering costs	4,574	1		191,274		—		—		191,275
Issuance of common stock pursuant to exercise of stock options	122	—		150		—		—		150
Issuance of common stock pursuant to vesting of restricted stock awards and units, net of stock withheld for tax	547	—		(190)		—		—		(190)

Stock-based compensation	—	—		10,886		—		—		10,886
Change in unrealized gains on available-for-sale securities	—	—		—		(38)		—		(38)
Cumulative translation adjustment, net of tax	—	—		2		(242)		—		(240)
Balance, March 31, 2026	56,406	$	17	$	780,482	$	(3,344)	$	(347,918)	$	429,237


		Three Months Ended March 31, 2025
	Common stock	Additional paid-in capital		Accumulated other comprehensive loss		Accumulated deficit			Total stockholders' equity
			Shares					Amount
Balance, December 31, 2024		48,948		$	16	$	544,842		$	(3,332)	$	(325,096)	$	216,430
Net loss		—		—		—			—		(8,093)		(8,093)

Issuance of common stock pursuant to exercise of stock options		148		—		121			—		—		121
Issuance of common stock pursuant to vesting of restricted stock awards and units, net of stock withheld for tax		339		—		(1,356)			—		—		(1,356)



Stock-based compensation		—		—		6,056			—		—		6,056
Unrealized gains on available-for-sale securities		—		—		—			(725)		—		(725)
Cumulative translation adjustment, net of tax		—		—		—			326		—		326
Balance, March 31, 2025		49,435		$	16	$	549,663		$	(3,731)	$	(333,189)	$	212,759

See accompanying notes to consolidated financial statements.

Table of Contents

nLIGHT, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net Income (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
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
Accrued interest earned on marketable securities	(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 underwriting discounts and 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, cash equivalents, and restricted cash:
Cash and cash equivalents	$	298,211	$	82,196
Restricted cash	322		260
Total cash, cash equivalents, and restricted cash	$	298,533	$	82,456

See accompanying notes to consolidated financial statements.

Table of Contents

nLIGHT, Inc.

Notes to Consolidated Financial Statements

Note 1 - Basis of Presentation and New Accounting Pronouncements

Basis of Presentation

The accompanying unaudited consolidated financial statements of nLIGHT, Inc. and our wholly-owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). The unaudited financial information reflects, in the opinion of management, all adjustments necessary for a fair presentation of financial position, results of operations, stockholders’ equity, and cash flows for the interim periods presented. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Critical Accounting Policies

Our critical accounting policies have not materially changed during the three months ended March 31, 2026, from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

New Accounting Pronouncements

ASU 2024-03

In November 2024, the FASB issued ASU 2024-03 related to the disaggregation of certain income statement expenses. The amendments in this update require public entities to disclose incremental information related to purchases of inventory, team member compensation and depreciation, which will provide investors the ability to better understand entity expenses and make their own judgments about entity performance. The amendments in this update are effective for fiscal years beginning after December 15, 2026. We plan to adopt this pronouncement and make the necessary updates to our disclosures for the year ending December 31, 2027, and, aside from these disclosure changes, we do not expect the amendments to have a material effect on our financial position, results of operations or cash flows.

ASU 2025-10

In December 2025, the FASB issued ASU 2025‑10 related to government grants received by business entities. The amendments in this update establish recognition, measurement, presentation, and disclosure guidance for government grants and require such grants to be recognized only when it is probable that the entity will comply with the related conditions and that the grant will be received. The amendments in this update are effective for annual periods beginning after December 15, 2028. We are evaluating the amendments and expect to adopt the guidance when it becomes effective. We do not expect the amendments to have a material effect on our financial position, results of operations, or cash flows.

ASU 2025-11

In December 2025, the FASB issued ASU 2025-11 related to interim reporting. The amendments in this update clarifies and streamlines interim reporting disclosure requirements. The amendments are effective for interim reporting periods within fiscal years beginning after December 15, 2027 for public business entities. We are evaluating the amendments and expect to adopt the guidance when it becomes effective. We do not expect the adoption of ASU 2025‑11 to have a material impact on our financial position, results of operations or cash flows.

Note 2 - Revenue

We recognize revenue upon transferring control of products and services and the amounts recognized reflect the consideration we expect to be entitled to receive in exchange for these products and services. We consider customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. As part of our consideration of the contract, we evaluate certain factors, including the customer's ability to pay (or credit risk). For each contract, we consider the promise to transfer products, each of which is distinct, as the identified performance obligations.

We allocate the transaction price to each distinct product based on its relative standalone selling price. Master sales agreements or purchase orders from customers could include a single product or multiple products. Regardless, the

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contracted price with the customer is agreed to at the individual product level outlined in the customer contract or purchase order. We do not bundle prices; however, we do negotiate with customers on pricing for the same products based on a variety of factors (e.g., level of contractual volume). We have concluded that the prices negotiated with each individual customer are representative of the stand-alone selling price of the product.

We often receive orders with multiple delivery dates that may extend across several reporting periods. We allocate the transaction price of the contract to each delivery based on the product standalone selling price and invoice for each scheduled delivery upon shipment or delivery and recognize revenues for such delivery at that point, when transfer of control has occurred. As scheduled delivery dates are generally within one year, under the optional exemption provided by ASC 606-10-50-14a, revenues allocated to future shipments of partially completed contracts are not disclosed as performance obligations for point in time revenue. Further, we recognize, over time, revenue as per ASC 606-10-55-18 (invoice practical expedient) for our cost plus contracts and, accordingly, elect not to disclose information related to those performance obligations under ASC 606-10-50-14b. As of March 31, 2026, we had

$1.4 million of performance obligations relating to firm fixed price contracts that did not qualify for the aforementioned disclosure exemptions. We expect to recognize 96% of these performance obligations by the end of 2026 and the remainder by the end of 2027.

We have elected, per ASC 606-10-25-18B (shipping and handling practical expedient), to recognize shipping and handling services performed after control transfer as fulfillment costs.

Rights of return generally are not included in customer contracts. Accordingly, product revenue is recognized upon transfer of control at shipment or delivery, as applicable. Rights of return are evaluated as they occur.

Revenues recognized at a point in time consist of sales of semiconductor lasers, fiber amplifiers, fiber lasers and other related products. Revenues recognized over time generally consist of development arrangements that are structured based on our costs incurred. For long-term contracts, we estimate the total expected costs to complete the contract and recognize revenue based on the percentage of costs incurred at period end. Typically, revenue is recognized over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligations. Incurred costs represent work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, materials, subcontractors costs, other direct costs, and indirect costs applicable on government and commercial contracts.

Contract estimates are based on various assumptions to project the outcome of future events that may span several

years. These assumptions include labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, the performance of subcontractors, and the availability and timing of funding from the customer. Billing under these arrangements generally occurs within one month of the costs being incurred or as milestones are reached.

The following tables represent a disaggregation of revenue from contracts with customers for the periods presented (in thousands):

Sales 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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Sales by Geography


	Three Months Ended March 31,
	2026		2025
North America	$	59,255	$	36,085
Asia Pacific	11,872		9,128
EMEA(1)	9,054		6,455
	$	80,181	$	51,668

(1) EMEA consists of Europe, the Middle East, and Africa.

Sales by Timing of Revenue


	Three Months Ended March 31,
	2026		2025
Point in time	$	57,008	$	35,680
Over time	23,173		15,988
	$	80,181	$	51,668

Our contract assets and liabilities were as follows (in thousands):


	Balance Sheet Classification	As of
		March 31, 2026		December 31, 2025
Contract assets	Prepaid expenses and other current assets	$	17,539	$	6,188
Contract liabilities	Deferred revenues and other long-term liabilities	7,502		5,566

Contract assets generally consist of revenue recognized on an over-time basis where revenue recognition has been met, but the amounts are billed and collected in a subsequent period. In our services contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals, which is generally monthly, or upon the achievement of contractual milestones. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets recorded in prepaid expenses and other current assets on the Consolidated Balance Sheets. However, we sometimes receive advances or deposits from our customers before revenue is recognized, resulting in contract liabilities recorded in deferred revenues on the Consolidated Balance Sheets. Contract liabilities are not a significant financing component as they are generally utilized to pay for contract costs within a one-year period or are used to ensure the customer meets contractual requirements. These assets and liabilities are reported on the Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. For our product revenue, we generally receive cash payments subsequent to satisfying the performance obligation via delivery of the product, resulting in billed accounts receivable. For our contracts, there are no significant gaps between the receipt of payment and the transfer of the associated goods and services to the customer for material amounts of consideration.

During the three months ended March 31, 2026, we recognized revenue of $1.7 million that was included in the deferred revenues balance at the beginning of the period as the performance obligations under the associated agreements were satisfied.

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Note 3 - Concentrations of Credit and Other Risks

The following customers accounted for 10% or more of our revenues for the periods presented:


	Three Months Ended March 31,
	2026	2025
U.S. Government*	36%	35%

*Excludes sales to customers who sell our products and services exclusively to the U.S. Government

Financial instruments that potentially expose us to concentrations of credit risk consist principally of receivables from customers. As of March 31, 2026, two customers accounted for a total of 32% of our net customer receivables. No other customers accounted for 10% or more of net customer receivables at this date. As of December 31, 2025, no customer accounted for 10% or more of our net customer receivables.

Note 4 - Fair Value of Financial Instruments

The carrying amounts of certain of our financial instruments, including cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued liabilities are shown at cost which approximates fair value due to the short-term nature of these instruments. The fair value of our term and revolving loans approximates the carrying value due to the variable market rate used to calculate interest payments.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

•Level 1 Inputs: Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date.

•Level 2 Inputs: Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3 Inputs: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Our financial instruments that are carried at fair value consist of Level 1 assets which include highly liquid investments and bank drafts classified as cash equivalents and marketable securities.

Our fair value hierarchy for our financial instruments was as follows (in thousands):


	March 31, 2026
	Level 1		Level 2		Level 3		Total
Cash Equivalents:
Money market securities	$	123,973	$	—	$	—	$	123,973
Commercial paper	1,477		—		—		1,477
	125,450		—		—		125,450
Marketable Securities:
U.S. treasuries	34,383		—		—		34,383
Total	$	159,833	$	—	$	—	$	159,833

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	December 31, 2025
	Level 1		Level 2		Level 3		Total
Cash Equivalents:
Money market securities	$	22,761	$	—	$	—	$	22,761
Commercial paper	2,232		—		—		2,232
	24,993		—		—		24,993
Marketable Securities:
U.S. treasuries	34,934		—		—		34,934
Total	$	59,927	$	—	$	—	$	59,927

Cash Equivalents

The fair value of cash equivalents is determined based on quoted market prices for similar or identical securities.

Marketable Securities

Marketable securities consist primarily of highly liquid investments with original maturities of greater than 90 days when purchased. We classify our marketable securities as available-for-sale, as they represent investments that are available to be sold for current operations, and value them utilizing a market approach that uses observable inputs without applying significant judgment.

Note 5 - Inventory

Inventory is stated at the lower of average cost (principally standard cost, which approximates actual cost on a first-in, first-out basis) and net realizable value. Inventory includes raw materials and components that may be specialized in nature and subject to obsolescence. On a quarterly basis, we review inventory quantities on hand in comparison to our past consumption, recent purchases, and other factors to determine what inventory quantities, if any, may not be sellable. Based on this analysis, we write down the affected inventory value for estimated excess and obsolescence charges. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

Inventory consisted of the following (in thousands):


	As of
	March 31, 2026		December 31, 2025
Raw materials	$	22,842	$	23,064
Work in process and semi-finished goods	17,952		19,408
Finished goods	3,070		2,935
	$	43,864	$	45,407

Note 6 - Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):

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	Useful life	As of
	(years)	March 31, 2026		December 31, 2025
Automobiles	3	$	64	$	64
Computer hardware and software	3 - 5	9,436		9,399
Manufacturing and lab equipment	2 - 7	85,139		83,547
Office equipment and furniture	5 - 7	1,695		1,774
Leasehold and building improvements	2 - 12	35,163		34,861
Buildings	30	9,392		9,392
Land	N/A	3,399		3,399
		144,288		142,436
Accumulated depreciation		(103,391)		(100,322)
		$	40,897	$	42,114

Note 7 - Goodwill

Goodwill

The carrying amount of goodwill by segment was as follows (in thousands):


	Laser Products		Advanced Development		Totals


Balance, December 31, 2025	$	2,200	$	10,248	$	12,448
Currency exchange rate adjustment	(16)		—		(16)
Balance, March 31, 2026	$	2,184	$	10,248	$	12,432

Note 8 - Line of Credit

We have a $40.0 million revolving line of credit (LOC) with Banc of California dated September 24, 2018, which is secured by our assets and matures on September 24, 2027. The LOC agreement contains restrictive and financial covenants and bears an unused credit fee of 0.25% on an annualized basis. The interest rate of 5.75% on the LOC at March 31, 2026 is based on the Prime Rate, minus a margin based on our liquidity levels.

As of March 31, 2026, $20.0 million was outstanding on the LOC and we were in compliance with all covenants.

Interest expense on the LOC was $0.3 million for the three months ended March 31, 2026.The remaining $20.0 million unused portion of the LOC is available for borrowing

Note 9 - Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):


	As of
	March 31, 2026		December 31, 2025
Accrued payroll and benefits	$	12,518	$	14,845
Product warranty, current	3,155		3,147



Other accrued expenses	1,256		1,060
	$	16,929	$	19,052

Note 10 - Product Warranties

We provide warranties on certain products and record a liability for the estimated future costs associated with warranty claims at the time revenue is recognized. The warranty liability is based on historical experience, any specifically identified failures, and our estimate of future costs. The current portion of our product warranty liability is included in the accrued liabilities and the long-term portion is included in Other long-term liabilities in our Consolidated Balance Sheets.

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Product warranty liability activity was as follows for the periods presented (in thousands):


	Three Months Ended March 31,
		2026		2025
Product warranty liability, beginning		$	4,263	$	3,473
Warranty charges incurred, net		(540)		(712)
Provision for warranty charges, net of adjustments		501		1,049

Product warranty liability, ending		4,224		3,810
Less: current portion of product warranty liability		(3,155)		(2,714)
Non-current portion of product warranty liability		$	1,069	$	1,096

Note 11 - Stockholders' Equity and Stock-Based Compensation

Public Offering

In February 2026, we completed an underwritten public offering in which we issued and sold 4.6 million shares of our common stock, resulting in gross proceeds of $201.3 million. The aggregate number of shares of common stock offered in the offering included 0.6 million shares of common stock sold pursuant to the full exercise of the underwriters' option to purchase additional shares. Net proceeds after the underwriting discount and offering costs were $191.3 million.

Restricted Stock Units

Restricted stock unit (RSU) activity under our equity incentive plan was as follows:


		Number of Restricted Stock Units (Thousands)	Weighted-Average Grant Date Fair Value
Balance, December 31, 2025		1,801	$	14.69
	Granted	13	46.97
	Vested	(550)	14.02
	Forfeited	(14)	14.71
Balance, March 31, 2026		1,250	15.32

The total fair value of RSUs vested during the three months ended March 31, 2026, was $7.7 million. RSUs vest over time subject to the employee's continuing service.

Market-Based Performance Restricted Stock Units

Performance restricted stock units (PRSUs) were granted in 2025, 2024, and 2023 and will vest upon meeting certain performance criteria. No PRSUs were granted, forfeited, or vested during the three months ended March 31, 2026.

As of March 31, 2026, there were approximately 3.6 million PRSU awards outstanding.

Stock Options

The following table summarizes our stock option activity during the three months ended March 31, 2026:

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	Number of Options (Thousands)	Weighted-Average Exercise Price	Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (Thousands)
Outstanding, December 31, 2025	611	$1.53	1.4	$21,964

Options exercised	(122)	1.34

Outstanding, March 31, 2026	489	1.58	1.2	27,063
Options exercisable at March 31, 2026	489	1.58	1.2	27,063
Options vested as of March 31, 2026, and expected to vest after March 31, 2026	489	1.58	1.2	27,063

Total intrinsic value of options exercised for the three months ended March 31, 2026 and 2025, was $6.3 million and $1.3 million, respectively. We received proceeds of $0.2 million and $0.1 million from the exercise of options for the three months ended March 31, 2026 and 2025, respectively.

Stock-Based Compensation

Total stock-based compensation expense was included in our Consolidated Statements of Operations as follows (in thousands):


	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

Unrecognized Compensation Costs

As of March 31, 2026, total unrecognized stock-based compensation was $72.2 million, which will be recognized over an average expected recognition period of 2.2 years.

Note 12 - Commitments and Contingencies

Leases

See Note 13.

Legal Matters

From time to time, we may be subject to various legal proceedings and claims in the ordinary course of business. As of March 31, 2026 we believe these matters will not have a material adverse effect on our consolidated financial statements.

Note 13 - Leases

We lease real estate space under non-cancelable operating lease agreements for commercial and industrial space. Facilities-related operating leases have remaining terms of 0.4 to 9.2 years, and some leases include options to extend up to 10 years. Other leases for automobiles, manufacturing and office and computer equipment have remaining lease terms of 0.2 to 4.8 years. These leases are primarily operating leases; financing leases are not material. We did not include any renewal options in our lease terms for calculating the lease liabilities as we are not reasonably certain we will exercise the options at this time. The weighted-average remaining lease term for the lease obligations was 6 years as of March 31, 2026, and the weighted-average discount rate was 5.1%.

The components of lease expense related to operating leases were as follows (in thousands):

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	Three Months Ended March 31,
	2026		2025
Lease expense:
Operating lease expense	$	1,082	$	816
Short-term lease expense	137		44
Variable and other lease expense	336		273
	$	1,555	$	1,133

Future minimum payments under our non-cancelable lease obligations were as follows as of March 31, 2026 (in thousands):


2026	$	3,576
2027	3,234
2028	2,443
2029	1,935
2030	1,975
Thereafter	5,110
Total minimum lease payments	18,273
Less: interest	(2,690)
Present value of net minimum lease payments	15,583
Less: current portion of lease liabilities	(2,902)
Total long-term lease liabilities	$	12,681

Note 14 - Restructuring

Restructuring charges in the first quarter of 2026 consist of lease exit and termination costs related to excess manufacturing space as follows (in thousands):


	Three Months Ended March 31,
	2026		2025


Other	295		—
Total restructuring charges	$	295	$	—

Restructuring accruals and payments were as follows (in thousands):



Accrued restructuring charges at December 31, 2024	$	1,122
Restructuring charges	2,348
Cash payments	(2,045)
Non-cash settlements	(1,207)
Accrual at December 31, 2025	218
Restructuring charges	295
Cash payments	(135)

Accrual at March 31, 2026	$	378

The restructuring accrual was included as a component of Accrued Liabilities on our Consolidated Balance Sheets. All of the restructuring charges recorded in 2026 were attributable to the Laser Products segment.

Note 15 - Segment Information

We operate in two reportable segments consisting of the Laser Products segment and the Advanced Development segment. We organize our business segments based on the nature of products and services offered.

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Laser Products

This segment includes the design, development, production and integration of high-power semiconductor lasers and fiber lasers and related components, modules and subsystems that are typically integrated into laser systems or manufacturing tools built by us or our customers for use in a range of commercial and defense applications. This segment also includes fiber amplifiers and beam combination and control systems for use in high-energy laser (HEL) systems in directed energy applications, and laser sensing products used in a wide range of defense applications.

Advanced Development

This segment focuses on technology integration as well as research, design, and prototyping of next-generation laser technologies for the defense industry, including the development of custom high-power fiber lasers and advanced beam combining technologies.

Segment Financial Data

Our Chief Executive Officer serves as the chief operating decision maker (CODM) and is responsible for reviewing segment performance and making decisions regarding resource allocation. Our CODM uses revenue, gross profit, and gross margin to evaluate each segment's performance by comparing the metrics to historical results and previously forecasted financial information. Segment gross profit is the primary measure of segment profit or loss, and cost of revenue is the only significant expense category, and therefore we have no other segment items. In addition, our CODM does not evaluate operating segments using asset or liability information. The following table summarizes the operating results by reportable segment for the periods presented (dollars in thousands):


	Three Months Ended March 31,
	2026								2025
	Laser Products			Advanced Development			Total		Laser Products			Advanced Development			Total
Revenue	$	58,202		$	21,979		$	80,181	$	35,678		$	15,990		$	51,668
Cost of revenue	(32,220)			(20,394)					(23,154)			(14,145)
Segment gross profit	$	25,982		$	1,585		$	27,567	$	12,524		$	1,845		$	14,369
Segment gross margin	44.6		%	7.2		%			35.1		%	11.5		%
Other cost of revenue							1,054								570
Gross profit							26,513								13,799
Total operating expenses							(27,232)								(23,409)
Interest income							1,562								1,688
Interest expense							(300)								(48)
Other income, net							155								14
Income (loss) before income taxes							$	698							$	(7,956)

Other cost of revenue consists of stock-based compensation expense, which is not used in evaluating the results of, or in the allocation of resources to, our reportable segments.

There have been no material changes to the geographic locations of our long-lived assets, net, based on the location of the assets, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Note 16 - Net Income (Loss) per Share

Basic income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period.

Diluted income (loss) per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period and potentially dilutive shares of common stock outstanding during the period. Potentially dilutive shares whose effect would have been anti-dilutive are excluded from the computation of diluted earnings per common share.

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The following table reconciles the shares used in calculating basic net income (loss) per share and diluted net income (loss) per share (in thousands):


	Three Months Ended March 31,
	2026	2025
Weighted-average shares used in computing basic net income (loss) per share	54,121	49,093
Add potentially dilutive securities
Restricted stock units	5,312	—
Common stock options	542	—
Weighted-average shares used in computed diluted net income (loss) per share	59,975	49,093

The following potentially dilutive securities were not included in the calculation of diluted shares as the effect would have been anti‑dilutive (in thousands):


	Three Months Ended March 31,
	2026	2025
Restricted stock units	—	869
Common stock options	—	676
	—	1,545

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by the following words: "ability," "anticipate," "attempt," "believe," "can be," "continue," "could," "depend," "enable," "estimate," "expect," "extend," "grow," "if," "intend," "likely," "may," "objective," "ongoing," "plan," "possible," "potential," "predict," "project," "propose," "rely," "should," "target," "will," "would" or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words.

These statements involve risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. Forward-looking statements include, but are not limited to, statements about: our business model and strategic plans; our expectations regarding manufacturing; our future financial performance; demand for our semiconductor and fiber laser solutions; our ability to develop innovative products; our expectations regarding product volumes and the introduction of new products; our technology and new product research and development activities; the impact of new import and export controls; the impact of changes in regulations and customs, tariffs and trade barriers, or the perception that any of them could occur; the impact of inflation; the impact of seasonality; the effect on our business of litigation to which we are or may become a party; and the sufficiency of our existing liquidity sources to meet our cash needs.

You should refer to the "Risk Factors" section of this report for a discussion of other important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this report will prove to be accurate. In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, which although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Overview

nLIGHT, Inc. is a leading provider of high‑power lasers for mission-critical directed energy, optical sensing, and advanced manufacturing applications. We design, develop, manufacture, integrate and sell a range of high-power semiconductor lasers and fiber lasers and related components, modules and subsystems that are typically integrated into laser systems or manufacturing tools built by us or our customers. We also make high energy pulsed fiber lasers, fiber amplifiers, and beam combination and control systems for use in high-energy laser systems for directed energy and laser sensing systems for use in a wide range of commercial and defense applications. Our long history of commercial technology development and vertical integration enables us to develop products that leverage the same underlying technology across a variety of applications and markets, thereby enabling us to leverage the development of shared technologies in unique combinations to offer innovative and reliable products to customers in each of our end markets. We sell our products into three primary end markets: Aerospace and Defense, Industrial, and Microfabrication.

We operate in two reportable segments consisting of the Laser Products segment and the Advanced Development segment.

Revenues increased to $80.2 million in the three months ended March 31, 2026 compared to $51.7 million in the same period in 2025 due primarily to an increase in both product and development revenue from the Aerospace and

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Defense end market. We generated net income of $0.6 million for the three months ended March 31, 2026 compared to a net loss of $8.1 million for the same period in 2025.

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Factors Affecting Our Performance

Demand for our Products and Solutions

Our revenue depends largely on market conditions, competitive pressure, and achievement of design wins. We consider a design win to occur when a customer notifies us that it has selected one of our products to be incorporated into a product or system under development by such customer. In the Aerospace and Defense market, our business also depends in large part on continued investment in laser technology by the U.S. government and its allies, and our ability to continue to successfully develop leading technology in this area and commercialize that technology in the future.

Demand for our products also fluctuates based on market cycles, continuously evolving industry supply chains, trade and tariff terms, as well as evolving competitive dynamics in each of our end-markets. Erosion of ASPs of established products is typical in our industry, and the ASPs of our products generally decrease as our products mature. We may also negotiate discounted selling prices from time to time with certain customers that purchase higher volumes, or to penetrate new markets or applications.

Technology and New Product Development

We invest heavily in the development of our semiconductor, fiber laser, directed energy, and laser-sensing technologies to provide solutions to our current and future customers. We anticipate that we will continue to invest in research and development to achieve our technology and product roadmap. Our product development is targeted to specific sectors of the market where we believe the performance of our products provides a significant benefit to our customers. We believe our close coordination with our customers regarding their future product requirements enhances the efficiency of our research and development expenditures.

Manufacturing Costs and Gross Margins

Product gross profit, in absolute dollars and gross margin, may fluctuate from period to period based on product sales mix, sales volumes, changes in ASPs, production volumes, the corresponding absorption of manufacturing overhead expenses, the cost of purchased materials, production costs and manufacturing yields. Product sales mix can affect gross profits due to variations in profitability related to product configurations and cost profiles, customer volume pricing, availability of competitive products in various markets, and new product introductions, among other factors. Even though certain of our products are built offshore by contract manufacturers, capacity utilization affects gross margin because of the fixed cost associated with our U.S.-based manufacturing capabilities. Change in sales and production volumes impact absorption of fixed costs, manufacturing efficiencies and production costs.

Our Development gross profit varies with the type and terms of contracts, contract volume, project mix, changes in the estimated cost of projects at completion, and successful execution on projects during the period. Most of our Development contracts have historically been structured as cost plus fixed fee due to the technical complexity of the research and development services, but we also perform work under fixed price contracts where gross margin can change from period to period based on the estimated cost of the project at completion.

Seasonality

Our quarterly revenues can fluctuate with general economic trends, the timing of capital expenditures by our customers, holidays, and general economic trends. In addition, as is typical in our industry, we tend to recognize a larger percentage of our quarterly revenues in the last month of the quarter, which may impact our working capital trends.

Global Economic Conditions

A portion of our sales are generated from products manufactured outside the United States and we sell our products globally. Changing trade dynamics, including changes in tariffs and export regulations, could disrupt our supply chain, disrupt customer sales, and increase input costs. We continue to monitor macroeconomic trends, global inflationary pressures, and uncertainties related to international trade policy, including tariff actions and regulatory shifts. For instance, in February 2026, the U.S. Supreme Court issued a ruling invalidating certain tariffs previously imposed under the International Emergency Economic Powers Act (IEEPA). In March 2026, the U.S. Court of International Trade Court issued an additional ruling stating that importers that have paid tariffs under IEEPA are

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due refunds. We are currently evaluating the impact of this decision on our business, as the ultimate timing and amount of any potential refunds is uncertain and subject to further legal and regulatory developments.

Changes in global economic conditions and tariffs on goods to and from the U.S. did not have a material impact on our financial results in the three months ended March 31, 2026. However, changes in global economic conditions and uncertainty related to tariffs could increase our operational complexity, and have a negative impact on revenue and profitability in the future.

Results of Operations

The following table sets forth our operating results as a percentage of revenues for the periods indicated (which may not add up due to rounding):


	Three Months Ended March 31,
	2026		2025
Revenue:
Products	72.6	%	69.1	%
Development	27.4		30.9
Total revenue	100.0		100.0
Cost of revenue:
Products	40.9		45.9
Development	26.0		27.4
Total cost of revenue	66.9		73.3
Gross profit	33.1		26.7
Operating expenses:
Research and development	14.8		22.0
Sales, general, and administrative	18.8		23.3
Restructuring	0.4		—
Total operating expenses	34.0		45.3
Loss from operations	(0.9)		(18.6)
Other income:
Interest income	1.9		3.3
Interest expense	(0.4)		(0.1)
Other income, net	0.3		—
Income (loss) before income taxes	0.9		(15.4)
Income tax expense	0.1		0.3
Net income (loss)	0.8	%	(15.7)	%

Revenues by End Market

Our revenues by end market were as follows for the periods presented (dollars in thousands):


	Three Months Ended March 31,								Change
	2026		% of Revenue		2025		% of Revenue		$		%
Aerospace and Defense	$	55,127	68.8	%	$	32,706	63.3	%	$	22,421	68.6	%
Microfabrication	13,029		16.2		10,106		19.6		2,923		28.9
Industrial	12,025		15.0		8,856		17.1		3,169		35.8
	$	80,181	100.0	%	$	51,668	100.0	%	$	28,513	55.2	%

The increase in revenue from the Aerospace and Defense market for the three months ended March 31, 2026 compared to the same period in 2025 was driven by increased unit sales of directed energy laser products across all regions and progress on existing development contracts. The increase in revenue from the Microfabrication market for the three months ended March 31, 2026 compared to the same period in 2025 was primarily attributable to increased unit sales of semiconductor lasers in all regions. The increase in revenue from the Industrial markets for the three months ended March 31, 2026 compared to the same period in 2025 was the result of increased unit sales of additive fiber lasers in North America, partially offset by decreased unit sales of other industrial laser products.

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Revenues by Segment

Our revenues by segment were as follows for the periods presented (dollars in thousands):


	Three Months Ended March 31,								Change
	2026		% of Revenue		2025		% of Revenue		$		%
Laser Products	$	58,202	72.6	%	$	35,678	69.1	%	$	22,524	63.1	%
Advanced Development	21,979		27.4		15,990		30.9		5,989		37.5
	$	80,181	100.0	%	$	51,668	100.0	%	$	28,513	55.2	%

The increase in Laser Products revenue for the three months ended March 31, 2026 compared to the same period in 2025 was the result of increased units sales across all end markets. The increase in Advanced Development revenue for the three months ended March 31, 2026 compared to the same period in 2025 was driven by progress on existing research and development contracts. All Advanced Development revenue is included in the Aerospace and Defense market.

Revenues by Geographic Region

Our revenues by geographic region were as follows for the periods presented (dollars in thousands):


	Three Months Ended March 31,								Change
	2026		% of Revenue		2025		% of Revenue		$		%
North America	$	59,255	73.9	%	$	36,085	69.8	%	$	23,170	64.2	%
Asia Pacific	11,872		14.8		9,128		17.7		2,744		30.1
EMEA(1)	9,054		11.3		6,455		12.5		2,599		40.3
	$	80,181	100.0	%	$	51,668	100.0	%	$	28,513	55.2	%

(1) EMEA consists of Europe, the Middle East, and Africa.

Geographic revenue information is based on the location to which we ship our products. The increase in North America Revenue for the three months ended March 31, 2026 was due to increased revenue across all end markets, with revenue from the Aerospace and Defense market representing most of the increase. The increases in Asia Pacific and EMEA revenues for the three months ended March 31, 2026 compared to the same period in 2025 were the result of increased revenues from the Aerospace and Defense and Microfabrication markets, partially offset by decreased revenue from the Industrial market.

Cost of Revenues and Gross Margin

Products cost of revenue consists primarily of manufacturing materials, labor, shipping and handling costs, duties, and manufacturing-related overhead. We order materials and supplies based on backlog and forecasted customer orders. We expense all warranty costs and inventory provisions as cost of revenues.

Development cost of revenue consists primarily of materials, labor, subcontracting costs, and an allocation of indirect costs including overhead and general and administrative.

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Our gross profit and gross margin were as follows for the periods presented (dollars in thousands):


	Three Months Ended March 31,
	2026									2025
	Products			Development			Total			Products			Development			Total
Gross profit	$	25,392		$	1,121		$	26,513		$	11,954		$	1,845		$	13,799
Gross margin	43.6		%	5.1		%	33.1		%	33.5		%	11.5		%	26.7		%

The increase in products gross margin for the three months ended March 31, 2026 compared to the same period in 2025 was driven primarily by sales mix and the impact of increased production volumes on fixed manufacturing costs due to the overall increase in sales. The decrease in development gross margin for the three months ended March 31, 2026 compared to the same period in 2025 was primarily the result of an increase in revenue from cost-plus fixed fee (CPFF) contracts relative to firm fixed price (FFP) contracts. CPFF contracts generally have a lower average gross margin than FFP contracts.

Operating Expenses

Our operating expenses were as follows for the periods presented (dollars in thousands):

Research and Development


	Three Months Ended March 31,				Change
	2026		2025		$		%
Research and development	$	11,846	$	11,374	$	472	4.1	%

The increase in research and development expense for the three months ended March 31, 2026 compared to the same period in 2025 was driven by an increase in stock-based compensation of $0.5 million, an increase in employee compensation due to an increase in headcount, partially offset by a decrease in project-related expenses.

Sales, General and Administrative


	Three Months Ended March 31,				Change
	2026		2025		$		%
Sales, general, and administrative	$	15,091	$	12,035	$	3,056	25.4	%

The increase in sales, general and administrative expense for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to an increase in stock-based compensation of $3.9 million and an increase in employee compensation, partially offset by a higher allocation of costs from sales, general and administrative to development projects, and decrease in bad debt recoveries.

Interest Income


	Three Months Ended March 31,				Change
	2026		2025		$		%
Interest income	$	1,562	$	1,688	$	(126)	(7.5)%

The decrease in interest income, for the three months ended March 31, 2026 compared to the same period in 2025 was driven primarily by a decrease in income earned from marketable securities, partially offset by an increase in income earned from cash equivalents.

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Interest income is primarily earned from our marketable securities (U.S. treasuries), recognized using the effective yield method, and cash equivalents (money market securities).

Interest (expense)


	Three Months Ended March 31,				Change
	2026		2025		$		%
Interest expense	$	(300)	$	(48)	$	(252)	525.0%

The increase in interest (expense), for the three months ended March 31, 2026 compared to the same period in 2025 was driven primarily by an increase in interest expense on line of credit (LOC). Interest expense on the LOC for the three months ended March 31, 2025 was immaterial due to the timing of the draw.

Other Income, net


	Three Months Ended March 31,				Change
	2026		2025		$		%
Other income, net	$	155	$	14	$	141	1,007.1%

Other income, net is primarily attributable to changes in net realized and unrealized foreign exchange transactions resulting from currency rate fluctuations.

Income Tax Expense


	Three Months Ended March 31,				Change
	2026		2025		$		%
Income tax expense	$	53	$	137	$	(84)	(61.3)	%

We record income tax expense for taxes in our foreign jurisdictions including Finland, Italy, Austria, China and South Korea. While our tax expense is largely dependent on the geographic mix of earnings related to our foreign operations, we also record tax expense for uncertain tax positions taken and associated penalties and interest. We consider all available evidence, both positive and negative, in assessing the extent to which a valuation allowance should be applied against our deferred tax assets. Due to the uncertainty with respect to their ultimate realizability, we continue to maintain a full valuation allowance on deferred tax assets in the United States, and a partial valuation allowance in China as of March 31, 2026. Our effective tax rate may vary from period to period based on changes in estimated taxable income or loss by jurisdiction, changes to the valuation allowance, changes to U.S. federal, state or foreign tax laws, future expansion into areas with varying country, state, and local income tax rates and deductibility of certain costs and expenses by jurisdiction.

The decrease in income tax expense for the three months ended March 31, 2026, compared to the same period in 2025 was driven by a decrease in income from our foreign operations. Our tax expense is dependent on the geographic mix of earnings and primarily related to our foreign operations.

Liquidity and Capital Resources

We had cash and cash equivalents and restricted cash of $298.5 million and $99.0 million as of March 31, 2026 and December 31, 2025, respectively. In addition, we had marketable securities of $34.4 million and $34.9 million at March 31, 2026 and December 31, 2025, respectively. Our total balance of cash, cash equivalents, restricted cash and marketable securities increased by $199.0 million from December 31, 2025 to March 31, 2026.

For the three months ended March 31, 2026, our principal sources of liquidity was from our public offering and cash collected from customers. We believe our existing sources of liquidity will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our future capital requirements may vary materially from period to period and will depend on many factors, including the timing and extent of spending on research and development efforts, the expansion of sales and marketing activities, the continuing market acceptance of our products and ongoing investments to support the growth of our business. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, technologies and intellectual property

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rights. From time to time, we may explore additional financing sources which could include equity, equity‑linked and debt financing arrangements.

The following table summarizes our cash flows for the periods presented (in thousands):


	Three Months Ended March 31,
	2026		2025
Net cash provided by (used in) operating activities	$	9,683	$	(20)
Net cash used in investing activities	(1,368)		(2,433)
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

Net Cash Provided by Operating Activities

During the three months ended March 31, 2026, net cash provided by operating activities was $9.7 million, which was the result of $0.6 million net income and non-cash expenses totaling $15.1 million related primarily to depreciation, amortization, and stock-based compensation, offset by cash used in net working capital of $6.0 million. The cash used in net working capital in the three months ended March 31, 2026 was driven by $8.2 million increase in prepaid expenses and other current assets, $2.5 million decrease in accrued and other long-term liabilities, $1.6 million decrease in accounts payable, and $0.6 million decrease in lease liabilities. The uses of cash were offset by a $2.7 million decrease in accounts receivable, $2.6 million increase in deferred revenues, $1.3 million decrease in inventory, and $0.2 million decrease in other assets, net.

Net Cash Used in Investing Activities

During the three months ended March 31, 2026, net cash used in investing activities was $1.4 million, which was driven by net capital expenditures of $2.1 million, offset by the net proceeds from maturities and sales of marketable securities of $0.7 million.

Net Cash Provided by Financing Activities

During the three months ended March 31, 2026, net cash provided by financing activities was $191.2 million, which consisted of proceeds from our public offering, net of underwriting discounts and offering costs, of $191.3 million and proceeds from stock option exercises of $0.2 million, offset by tax payments related to stock award issuances of $0.2 million.

Credit Facilities

We have a $40.0 million revolving LOC with Banc of California dated September 24, 2018, which is secured by our assets and matures on September 24, 2027. The LOC agreement contains restrictive and financial covenants, including a minimum total cash covenant, and bears an unused credit fee of 0.25% on an annualized basis. The interest rate of 5.75% on the LOC at March 31, 2026 is based on the Prime Rate, minus a margin based on our liquidity levels.

As of March 31, 2026, $20.0 million was outstanding on the LOC and we were in compliance with all covenants. The remaining $20.0 million unused portion of the LOC is available for borrowing.

Contractual Obligations

There have been no material changes to our contractual obligations as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For financial market risks related to changes in interest rates and foreign currency exchange rates, reference is made to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” contained in Part II of our Annual

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Report on Form 10-K for the year ended December 31, 2025. Other than with respect to the variable interest rate on our LOC due to our draw of $20.0 million on our LOC with Banc of California, our exposure to market risk has not changed materially since December 31, 2025.

We are subject to interest rate risk in connection with the borrowings under our LOC. We have a $40.0 million revolving credit facility. As of March 31, 2026, we had $20.0 million outstanding under the LOC. Borrowings under the LOC bear interest at a per annum rate, depending on certain liquidity thresholds, ranging from the Prime Rate minus 1.0% to the Prime Rate. A 10% increase or decrease in interest rates would result in approximately a $0.1 million change in our obligations under the loan facility.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and our chief financial officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our chief executive officer and our chief financial officer have concluded that, as of such date, our disclosure controls and procedures were, in design and operation, effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Control

Control systems, including ours, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems’ objectives are being met. Further, the design of any control systems must reflect the fact that there are resource constraints, and the benefits of all controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Control systems can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based, in part, on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For a description of our material pending legal proceedings, see Note 12 - Commitments and Contingencies to our consolidated financial statements included elsewhere in this report.

ITEM 1A. RISK FACTORS

For risk factors related to our business, reference is made to Item 1A, "Risk Factors," contained in Part I of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

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ITEM 5. OTHER INFORMATION

Securities Trading Plans of Directors and Executive Officers

During our last fiscal quarter, no director and officer, as defined in Rule 16a-1(f), adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408.

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ITEM 6. EXHIBITS

(a) Exhibits

Exhibit
Number

Incorporated by Reference

Filed
Herewith

Description

Form

File No.

Exhibit

Filing Date

10.1

Amended and Restated Outside Director Compensation Policy

10.2

Amended 2018 Equity Incentive Plan and related form agreements

10.2

Amended and Restated Employment Agreement, dated August 13, 2025, by and between the registrant and Scott Keeney

8-K

001-38462

10.2

August 15, 2025

31.1

Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


+			Indicates a management contract or compensatory plan or arrangement.
*			The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

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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, thereunto duly authorized.


		NLIGHT, INC.
		(Registrant)


May 8, 2026	By:	/s/ SCOTT KEENEY
Date		Scott Keeney
		President and Chief Executive Officer (Principal Executive Officer)

May 8, 2026	By:	/s/ JOSEPH CORSO
Date		Joseph Corso
		Chief Financial Officer (Principal Financial Officer)

May 8, 2026	By:	/s/ JAMES NIAS
Date		James Nias
		Chief Accounting Officer (Principal Accounting Officer)

nLIGHT - 10-Q quarterly report FY2026 Q1

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