Nlight, Inc 10-Q for FY2026 Q3
Nlight, Inc. (LASR)
10-Q
2026-11-06
For: 2026-09-30
View Original
Added on
November 06, 2026
About this 10-Q
Nlight, Inc filed this 10-Q on November 6, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
nLIGHT, Inc. reported nine-month revenue of $236.5 million, up from $180.1 million, and a net loss of $7.9 million versus $18.6 million, driven by higher Defense & Space sales. It also shut down nearly all China operations. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $73.76M
- up 10.5% from $66.74M a year earlier
- Net loss
- $7.18M
- compared with a net loss of $6.87M a year earlier
- Diluted EPS
- -$0.12
- compared with -$0.14 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________
FORM 10-Q
________________________________________________________
(Mark One)
For the quarterly period ended September 30, 2026
or
For the transition period from to
Commission File Number 001-38462
________________________________________________________
(Exact name of Registrant as specified in its charter)
________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||||||||
(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 | ||||||
$0.0001 per share | ||||||||
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.
| ☒ | 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 November 4, 2026, the Registrant had 58,234,103 shares of common stock outstanding.
| TABLE OF CONTENTS | |||||
| Page | |||||
Part II. Other Information | |||||
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
nLIGHT, Inc.
Consolidated Balance Sheets
(In thousands)
(Unaudited)
| As of | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Marketable securities | |||||||||||
Accounts receivable, net of allowances of $ | |||||||||||
| Inventory | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Restricted cash | |||||||||||
| Lease right-of-use assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Other assets, net | |||||||||||
| Total assets | |||||||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | |||||||||||
| Accrued liabilities | |||||||||||
| Deferred revenues | |||||||||||
| Current portion of lease liabilities | |||||||||||
| Line of credit | |||||||||||
| Total current liabilities | |||||||||||
| Non-current income taxes payable | |||||||||||
| Long-term lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Stockholders' equity: | |||||||||||
Common stock - $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | |||||||||||
See accompanying notes to consolidated financial statements.
1
nLIGHT, Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Products | $ | $ | $ | $ | |||||||||||||||||||
| Development | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||
| Products | |||||||||||||||||||||||
| Development | |||||||||||||||||||||||
| Total cost of revenue | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Sales, general, and administrative | |||||||||||||||||||||||
| Restructuring | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Loss from operations | ( | ( | ( | ( | |||||||||||||||||||
| Other income: | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense), net | ( | ( | ( | ||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per share, basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Shares used in per share calculations, basic and diluted | |||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
2
nLIGHT, Inc.
Consolidated Statements of Comprehensive Loss
(In thousands)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Change in unrealized gains on available-for-sale securities | ( | ( | |||||||||||||||||||||
| Comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
See accompanying notes to consolidated financial statements.
3
nLIGHT, Inc.
Consolidated Statements of Stockholders' Equity
(In thousands)
(Unaudited)
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit | Total stockholders' equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to vesting of restricted stock awards and units, net of stock withheld for tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation for equity-classified awards | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Change in unrealized gains on available-for-sale securities | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Cumulative translation adjustment, net of tax | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit | Total stockholders' equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from follow-on offering, net of underwriting discount and offering costs | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to vesting of restricted stock awards and units, net of stock withheld for tax | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under the Employee Stock Purchase Plan | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation for equity-classified awards | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Change in unrealized gains on available-for-sale securities | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Cumulative translation adjustment, net of tax | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
4
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Common stock | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit | Total stockholders' equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Issuance of common stock pursuant to exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to vesting of restricted stock awards and units, net of stock withheld for tax | — | ( | — | — | ( | ||||||||||||||||||||||||||||||
| Issuance of common stock under the Employee Stock Purchase Plan | — | — | — | ||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Change in unrealized gains on available-for-sale securities | — | — | — | — | |||||||||||||||||||||||||||||||
| Cumulative translation adjustment, net of tax | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Common stock | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit | Total stockholders' equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Issuance of common stock pursuant to exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to vesting of restricted stock awards and units, net of stock withheld for tax | — | ( | — | — | ( | ||||||||||||||||||||||||||||||
| Issuance of common stock under the Employee Stock Purchase Plan | — | — | — | ||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Change in unrealized gains on available-for-sale securities | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Cumulative translation adjustment, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
5
nLIGHT, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||||||||||||||
| Depreciation | |||||||||||||||||||||||
| Amortization | |||||||||||||||||||||||
| (Increase) reduction in carrying amount of right-of-use assets | ( | ||||||||||||||||||||||
| Provision for losses on (recoveries of) accounts receivable | ( | ||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||
| Deferred income taxes | |||||||||||||||||||||||
| Loss on disposal of property, plant and equipment | |||||||||||||||||||||||
| Gain on sale of subsidiary | ( | ||||||||||||||||||||||
| Accrued interest earned on marketable securities | ( | ( | |||||||||||||||||||||
| Non-cash restructuring charges | |||||||||||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||||||||
| Accounts receivable, net | ( | ||||||||||||||||||||||
| Inventory | ( | ( | |||||||||||||||||||||
| Prepaid expenses and other current assets | ( | ||||||||||||||||||||||
| Other assets, net | |||||||||||||||||||||||
| Accounts payable | |||||||||||||||||||||||
| Accrued and other long-term liabilities | |||||||||||||||||||||||
| Deferred revenues | ( | ||||||||||||||||||||||
| Lease liabilities | ( | ||||||||||||||||||||||
| Non-current income taxes payable | ( | ||||||||||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||||||||
| Proceeds from sale of fixed assets | |||||||||||||||||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||||||||||||||
| Purchase of marketable securities | ( | ( | |||||||||||||||||||||
| Proceeds from maturities and sales of marketable securities | |||||||||||||||||||||||
| Proceeds from sale of subsidiary, net of cash disposed | |||||||||||||||||||||||
| Net cash used in investing activities | ( | ( | |||||||||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||||||||
| Proceeds from public offering, net of underwriting discounts | |||||||||||||||||||||||
| Public offering costs | ( | ||||||||||||||||||||||
| Proceeds from line of credit | |||||||||||||||||||||||
| Repayments of line of credit | ( | ||||||||||||||||||||||
| Proceeds from employee stock plan purchases | |||||||||||||||||||||||
| Proceeds from stock option exercises | |||||||||||||||||||||||
| Tax payments related to stock award issuances | ( | ( | |||||||||||||||||||||
| Net cash provided by financing activities | |||||||||||||||||||||||
| Effect of exchange rate changes on cash | |||||||||||||||||||||||
| Net increase in cash, cash equivalents, and restricted cash | |||||||||||||||||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | |||||||||||||||||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | $ | |||||||||||||||||||||
| Supplemental disclosures: | |||||||||||||||||||||||
| Cash paid for interest, net | $ | $ | |||||||||||||||||||||
| Operating cash outflows from operating leases | |||||||||||||||||||||||
| Right-of-use assets obtained in exchange for lease liabilities | |||||||||||||||||||||||
| Accrued purchases of property, equipment and patents | |||||||||||||||||||||||
| Reconciliation of cash, cash equivalents, and restricted cash: | |||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | |||||||||||||||||||||
| Restricted cash | |||||||||||||||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | |||||||||||||||||||||
See accompanying notes to consolidated financial statements.
6
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.
Change in Presentation
We sell our products into two primary end markets: Defense & Space and Advanced Manufacturing. Beginning with the quarter ended September 30, 2026, we present revenue in two end markets: Defense & Space, which consists of revenue previously reported as Aerospace and Defense, and Advanced Manufacturing, which combines our former Industrial and Microfabrication end markets. We made this change to better reflect how management views our customer base. Prior-period amounts have been recast to conform to the current presentation. The change had no effect on total revenue or segment reporting.
Critical Accounting Policies
Our critical accounting policies have not materially changed during the nine months ended September 30, 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
7
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 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 September 30, 2026, we had
$19.3 million of performance obligations relating to firm fixed price contracts that did not qualify for the aforementioned disclosure exemptions. We expect to recognize 19 % 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):
8
Sales by End Market
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Defense & Space | |||||||||||||||||||||||
| Advanced Manufacturing | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
Sales by Geography
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| North America | $ | $ | $ | $ | |||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||
EMEA(1) | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
(1) EMEA consists of Europe, the Middle East, and Africa.
Sales by Timing of Revenue
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Point in time | $ | $ | $ | $ | |||||||||||||||||||
| Over time | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
Our contract assets and liabilities were as follows (in thousands):
| Balance Sheet Classification | As of | ||||||||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
| Contract assets | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
| Contract liabilities | Deferred revenues and other long-term liabilities | ||||||||||||||||
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 and nine months ended September 30, 2026, we recognized revenue of $0.2 million and $2.1 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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| U.S. Government* | |||||||||||||||||||||||
| RTX Corporation | |||||||||||||||||||||||
*Excludes sales to customers who sell our products and services exclusively to the U.S. Government
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):
| September 30, 2026 | ||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||
| Cash Equivalents: | ||||||||||||||
| Money market securities | $ | $ | $ | $ | ||||||||||
| Commercial paper | ||||||||||||||
| Marketable Securities: | ||||||||||||||
| U.S. treasuries | ||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||
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| December 31, 2025 | ||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||
| Cash Equivalents: | ||||||||||||||
| Money market securities | $ | $ | $ | $ | ||||||||||
| Commercial paper | ||||||||||||||
| Marketable Securities: | ||||||||||||||
| U.S. treasuries | ||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||
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 consisted of the following (in thousands):
| As of | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in process and semi-finished goods | |||||||||||
| Finished goods | |||||||||||
| $ | $ | ||||||||||
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) | September 30, 2026 | December 31, 2025 | |||||||||||||||
| Automobiles | $ | $ | |||||||||||||||
| Computer hardware and software | |||||||||||||||||
| Manufacturing and lab equipment | |||||||||||||||||
| Office equipment and furniture | |||||||||||||||||
| Leasehold and building improvements | |||||||||||||||||
| Buildings | |||||||||||||||||
| Land | N/A | ||||||||||||||||
| Accumulated depreciation | ( | ( | |||||||||||||||
| $ | $ | ||||||||||||||||
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 | $ | $ | $ | ||||||||||||||
| Currency exchange rate adjustment | ( | ( | |||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | ||||||||||||||
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 6.00 % on the LOC at September 30, 2026 is based on the Prime Rate, minus a margin based on our liquidity levels.
During the three months ended June 30, 2026, we repaid the $20.0 million we had previously drawn under the LOC. As of September 30, 2026, no amount was outstanding on the LOC and we were in compliance with all covenants. Because no amounts were outstanding under the LOC during the three months ended September 30, 2026, only immaterial interest expense, consisting of the unused credit fee, was recognized during this period. Interest expense on the LOC for the nine months ended September 30, 2026 was $0.5 million. The full $40.0 million unused portion of the LOC is available for borrowing.
Note 9 - Accrued Liabilities
Accrued liabilities consisted of the following (in thousands):
| As of | |||||||||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
| Accrued payroll and benefits | $ | $ | |||||||||||||||
| Product warranty, current | |||||||||||||||||
| Other accrued expenses | |||||||||||||||||
| $ | $ | ||||||||||||||||
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
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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.
Product warranty liability activity was as follows for the periods presented (in thousands):
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Product warranty liability, beginning | $ | $ | |||||||||||||||||||||
| Warranty charges incurred, net | ( | ( | |||||||||||||||||||||
| Provision for warranty charges, net of adjustments | |||||||||||||||||||||||
| Product warranty liability, ending | |||||||||||||||||||||||
| Less: current portion of product warranty liability | ( | ( | |||||||||||||||||||||
| Non-current portion of product warranty liability | $ | $ | |||||||||||||||||||||
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 | $ | ||||||||||||||||
| Granted | |||||||||||||||||
| Vested | ( | ||||||||||||||||
| Forfeited | ( | ||||||||||||||||
| Balance, September 30, 2026 | |||||||||||||||||
The total fair value of RSUs vested during the nine months ended September 30, 2026, was $12.9 million. RSUs vest over time subject to the employee's continuing service. During the three months ended June 30, 2026, $0.6 million of previously equity-classified awards were settled in cash. As of September 30, 2026, no liability-classified awards were outstanding.
Market-Based Performance Restricted Stock Units
During the three months ended June 30, 2026, the payout factor for our market-based performance restricted stock units (2023 PRSUs) granted in 2023 was measured. The number of shares that a participant receives is equal to the number of PRSUs granted multiplied by a payout factor ranging from 0 % to 200 %. The performance criteria that determines the payout factor is our Total Shareholder Return (TSR) for a performance period of three years beginning on April 1, 2023 relative to the TSR of companies in the Russell 2000 Index. The payout factor for our 2023 PRSUs was measured at 200 %. The table below includes details regarding the measurement and vesting of our 2023 PRSUs and subsequent issuance of shares (in thousands, except payout factor):
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| Fiscal Year Granted | |||||
| 2023 | |||||
| 2023 PRSUs outstanding at measurement date | |||||
| Performance period | April 1, 2023 - March 31, 2026 | ||||
| Vesting date | May 14, 2026 | ||||
| Payout factor | |||||
| Number of shares issued | |||||
During the nine months ended September 30, 2026, no PRSU awards were granted. As of September 30, 2026, there were approximately 3.1 million PRSU awards outstanding.
Stock Options
The following table summarizes our stock option activity during the nine months ended September 30, 2026:
| Number of Options (Thousands) | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (Thousands) | ||||||||||||||||||||
| Outstanding, December 31, 2025 | $ | $ | |||||||||||||||||||||
| Options exercised | ( | ||||||||||||||||||||||
| Outstanding, September 30, 2026 | |||||||||||||||||||||||
| Options exercisable at September 30, 2026 | |||||||||||||||||||||||
| Options vested as of September 30, 2026, and expected to vest after September 30, 2026 | |||||||||||||||||||||||
Total intrinsic value of options exercised for the nine months ended September 30, 2026 and 2025, was $27.7 million and $2.3 million, respectively. We received proceeds of $0.8 million and $0.2 million from the exercise of options for the nine months ended September 30, 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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Cost of revenues | $ | $ | $ | $ | |||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Sales, general and administrative | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
Unrecognized Compensation Costs
As of September 30, 2026, total unrecognized stock-based compensation was $61.4 million, which will be recognized over an average expected recognition period of 1.9 years.
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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 September 30, 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 0.6 to 8.7 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 0.5 to 4.3 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 7 years as of September 30, 2026, and the weighted-average discount rate was 6.4 %.
The components of lease expense related to operating leases were as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Lease expense: | ||||||||||||||||||||||||||
| Operating lease expense | $ | $ | $ | $ | ||||||||||||||||||||||
| Short-term lease expense | ||||||||||||||||||||||||||
| Variable and other lease expense | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
Future minimum payments under our non-cancelable lease obligations were as follows as of September 30, 2026 (in thousands):
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total minimum lease payments | |||||
| Less: interest | ( | ||||
| Present value of net minimum lease payments | |||||
| Less: current portion of lease liabilities | ( | ||||
| Total long-term lease liabilities | $ | ||||
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Note 14 - Restructuring
During the three months ended September 30, 2026 we implemented a restructuring plan to shut down our business operations in China. The restructuring plan includes a headcount reduction, the write-down of long-lived assets, and the write-down of customer receivables. During the three and nine months ended September 30, 2026 we incurred restructuring charges of $7.5 million and $7.8 million, respectively. During the three months ended March 31, 2026, we incurred restructuring charges consisting of lease exit and termination costs related to excess manufacturing space. During the three months ended September 30, 2025 we implemented a restructuring plan which included a headcount reduction in China and the write-down of in-process capital equipment projects related to production capacity that was never placed into service.
Restructuring charges were as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Employee termination costs | $ | $ | $ | $ | ||||||||||||||||||||||
| Write-down of long-lived assets and customer receivables | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total restructuring charges | $ | $ | $ | $ | ||||||||||||||||||||||
Restructuring accruals and payments were as follows (in thousands):
| Accrued restructuring charges at December 31, 2024 | $ | |||||||
| Restructuring charges | ||||||||
| Cash payments | ( | |||||||
| Non-cash settlements | ( | |||||||
| Accrual at December 31, 2025 | ||||||||
| Restructuring charges | ||||||||
| Cash payments | ( | |||||||
| Non-cash settlements | ( | |||||||
| Accrual at September 30, 2026 | $ | |||||||
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.
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
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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 September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Laser Products | Advanced Development | Total | Laser Products | Advanced Development | Total | ||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Cost of revenue | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Segment gross profit | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Segment gross margin | % | % | % | % | |||||||||||||||||||||||||||||||
| Other cost of revenue | |||||||||||||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||||||||
| Total operating expenses | ( | ( | |||||||||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||||||||||||||
| Other income, net | ( | ( | |||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Laser Products | Advanced Development | Total | Laser Products | Advanced Development | Total | ||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Cost of revenue | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Segment gross profit | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Segment gross margin | % | % | % | % | |||||||||||||||||||||||||||||||
| Other cost of revenue | |||||||||||||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||||||||
| Total operating expenses | ( | ( | |||||||||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||||||||||||||
| Other income, net | ( | ||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
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 Loss per Share
Basic and diluted net loss and the number of shares used for basic and diluted net loss calculations were the same for all periods presented because we were in a loss position.
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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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Common stock options | |||||||||||||||||||||||
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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 U.S. government budget and appropriations processes, including continuing resolutions and potential government shutdowns; 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 ongoing supply chain disruptions; our restructuring of China operations; 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 and fiber lasers 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 deliver innovative and reliable products to customers in each of our end markets.
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We sell our products into two primary end markets: Defense & Space and Advanced Manufacturing. Beginning with the quarter ended September 30, 2026, we present revenue in two end markets: Defense & Space, which consists of revenue previously reported as Aerospace and Defense, and Advanced Manufacturing, which combines our former Industrial and Microfabrication end markets, and includes semiconductor and fiber laser products sold into a variety of end markets including additive manufacturing. We made this change to better reflect how management views our customer base. Prior-period amounts have been recast to conform to the current presentation. The change had no effect on total revenue or segment reporting.
We operate in two reportable segments consisting of the Laser Products segment and the Advanced Development segment.
Revenues increased to $236.5 million in the nine months ended September 30, 2026 compared to $180.1 million in the same period in 2025 due primarily to an increase in both product and development revenue from the Defense & Space end market. We incurred a net loss of $7.9 million for the nine months ended September 30, 2026 compared to a net loss of $18.6 million for the same period in 2025.
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 Defense & Space 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. Certain of our U.S. government programs are currently funded under a continuing resolution that expires on December 11, 2026. A further lapse in appropriations, or an extended period of funding under continuing resolutions, could delay U.S. government procurements, contract awards, deliveries and payments and adversely affect our results of operations.
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
20
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 and holidays. 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 and Trade Policies
We sell our products globally, and a portion of our sales are generated from products that are manufactured outside the United States or rely on components from suppliers who are located outside of the United States. Changing trade dynamics, including changes in tariffs, export regulations, and customs enforcement, could disrupt our supply chain and production, 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 example, 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 issued an additional ruling stating that importers that have paid tariffs under IEEPA are due refunds. In addition, in June 2026, China implemented enhanced export declaration requirements for certain machine tools, unmanned aerial systems, and related components. These new requirements impose more stringent documentation, classification, and reporting obligations on exporters that have resulted in increased compliance costs and longer customs clearance times.
Changes in global economic conditions and international trade negatively impacted our revenue and operating results in the three and nine months ended September 30, 2026, as components from certain key suppliers in China were held in customs in China along with shipments from nLIGHT, Inc. to certain customers in China. During the third quarter of 2026 we initiated a variety of mitigation strategies to secure the components and materials needed to manufacture our products, all of which are ongoing. If we are unable to effectively mitigate these supply chain disruptions, we expect them to increase our operational complexity, continue to disrupt our production and have a material negative impact on our revenue, cost, and profitability in future periods.
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):
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Products | 65.1 | % | 71.3 | % | 70.0 | % | 68.9 | % | |||||||||||||||
| Development | 34.9 | 28.7 | 30.0 | 31.1 | |||||||||||||||||||
| Total revenue | 100.0 | 100.0 | 100.0 | 100.0 | |||||||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||
| Products | 34.3 | 42.1 | 39.3 | 42.7 | |||||||||||||||||||
| Development | 32.6 | 26.8 | 28.3 | 27.9 | |||||||||||||||||||
| Total cost of revenue | 66.9 | 68.9 | 67.6 | 70.6 | |||||||||||||||||||
| Gross profit | 33.1 | 31.1 | 32.4 | 29.4 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | 17.0 | 17.3 | 15.9 | 18.8 | |||||||||||||||||||
| Sales, general, and administrative | 18.5 | 22.1 | 19.0 | 21.4 | |||||||||||||||||||
| Restructuring | 10.1 | 2.6 | 3.3 | 1.0 | |||||||||||||||||||
| Total operating expenses | 45.6 | 42.0 | 38.2 | 41.2 | |||||||||||||||||||
| Loss from operations | (12.5) | (10.9) | (5.8) | (11.8) | |||||||||||||||||||
| Other income: | |||||||||||||||||||||||
| Interest income | 3.3 | 1.6 | 2.8 | 2.2 | |||||||||||||||||||
| Interest expense | (0.1) | (0.5) | (0.2) | (0.4) | |||||||||||||||||||
| Other income (expense), net | — | (0.1) | — | (0.1) | |||||||||||||||||||
| Loss before income taxes | (9.3) | (9.9) | (3.2) | (10.1) | |||||||||||||||||||
| Income tax expense | 0.4 | 0.4 | 0.2 | 0.2 | |||||||||||||||||||
| Net loss | (9.7) | % | (10.3) | % | (3.4) | % | (10.3) | % | |||||||||||||||
Revenues by End Market
Our revenues by end market were as follows for the periods presented (dollars in thousands):
| Three Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2026 | % of Revenue | 2025 | % of Revenue | $ | % | ||||||||||||||||||||||||
Defense & Space | $ | 52,460 | 71.1 | % | $ | 45,554 | 68.3 | % | $ | 6,906 | 15.2 | % | |||||||||||||||||
| Advanced Manufacturing | 21,303 | 28.9 | 21,188 | 31.7 | 115 | 0.5 | |||||||||||||||||||||||
| $ | 73,763 | 100.0 | % | $ | 66,742 | 100.0 | % | $ | 7,021 | 10.5 | % | ||||||||||||||||||
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2026 | % of Revenue | 2025 | % of Revenue | Amount | % | ||||||||||||||||||||||||
Defense & Space | $ | 164,885 | 69.7 | % | $ | 118,955 | 66.0 | % | $ | 45,930 | 38.6 | % | |||||||||||||||||
| Advanced Manufacturing | 71,650 | 30.3 | 61,190 | 34.0 | 10,460 | 17.1 | |||||||||||||||||||||||
| $ | 236,535 | 100.0 | % | $ | 180,145 | 100.0 | % | $ | 56,390 | 31.3 | % | ||||||||||||||||||
The increases in revenue from the Defense & Space end market for the three and nine months ended September 30, 2026, compared to the same periods in 2025, were driven primarily by increased unit sales of directed energy laser products, increased unit sales of laser components for defense programs, and progress on both new and existing research and development contracts. The increase in revenue from the Advanced Manufacturing end market for the three and nine months ended September 30, 2026 compared to the same periods in 2025 was primarily attributable to increased unit sales of semiconductor lasers and fiber lasers to additive manufacturing customers, partially offset by decreased unit sales of fiber lasers to cutting and welding customers.
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Revenues by Segment
Our revenues by segment were as follows for the periods presented (dollars in thousands):
| Three Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2026 | % of Revenue | 2025 | % of Revenue | $ | % | ||||||||||||||||||||||||
| Laser Products | $ | 48,047 | 65.1 | % | $ | 47,608 | 71.3 | % | $ | 439 | 0.9 | % | |||||||||||||||||
| Advanced Development | 25,716 | 34.9 | 19,134 | 28.7 | 6,582 | 34.4 | |||||||||||||||||||||||
| $ | 73,763 | 100.0 | % | $ | 66,742 | 100.0 | % | $ | 7,021 | 10.5 | % | ||||||||||||||||||
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2026 | % of Revenue | 2025 | % of Revenue | Amount | % | ||||||||||||||||||||||||
| Laser Products | $ | 165,612 | 70.0 | % | $ | 124,110 | 68.9 | % | $ | 41,502 | 33.4 | % | |||||||||||||||||
| Advanced Development | 70,923 | 30.0 | 56,035 | 31.1 | 14,888 | 26.6 | |||||||||||||||||||||||
| $ | 236,535 | 100.0 | % | $ | 180,145 | 100.0 | % | $ | 56,390 | 31.3 | % | ||||||||||||||||||
The increases in Laser Products revenue for the three and nine months ended September 30, 2026 compared to the same periods in 2025 were the result of increased unit sales across all end markets. The increases in Advanced Development revenue for the three and nine months ended September 30, 2026, compared to the same periods in 2025, were driven by progress on new and existing research and development contracts. All Advanced Development revenue is included in the Defense & Space market.
Revenues by Geographic Region
Our revenues by geographic region were as follows for the periods presented (dollars in thousands):
| Three Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2026 | % of Revenue | 2025 | % of Revenue | $ | % | ||||||||||||||||||||||||
| North America | $ | 52,122 | 70.7 | % | $ | 46,682 | 69.9 | % | $ | 5,440 | 11.7 | % | |||||||||||||||||
| Asia Pacific | 9,696 | 13.1 | 9,280 | 13.9 | 416 | 4.5 | |||||||||||||||||||||||
EMEA(1) | 11,945 | 16.2 | 10,780 | 16.2 | 1,165 | 10.8 | |||||||||||||||||||||||
| $ | 73,763 | 100.0 | % | $ | 66,742 | 100.0 | % | $ | 7,021 | 10.5 | % | ||||||||||||||||||
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2026 | % of Revenue | 2025 | % of Revenue | Amount | % | ||||||||||||||||||||||||
| North America | $ | 170,875 | 72.2 | % | $ | 127,938 | 71.0 | % | $ | 42,937 | 33.6 | % | |||||||||||||||||
| Asia Pacific | 30,754 | 13.0 | 27,070 | 15.0 | 3,684 | 13.6 | |||||||||||||||||||||||
EMEA(1) | 34,906 | 14.8 | 25,137 | 14.0 | 9,769 | 38.9 | |||||||||||||||||||||||
| $ | 236,535 | 100.0 | % | $ | 180,145 | 100.0 | % | $ | 56,390 | 31.3 | % | ||||||||||||||||||
(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 revenues for the three months ended September 30, 2026 compared to the same period in 2025, was due to increased revenue from the Defense & Space end market, partially offset by a decrease from the Advanced Manufacturing end market. The increase in North America revenues for the nine months ended September 30, 2026 compared to the same period in 2025, was due to increased revenue across all end markets, with revenue from the Defense & Space end market representing most of the increase.
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The increase in Asia Pacific revenues for the three months ended September 30, 2026 compared to the same period in 2025, was due to increased revenue from the Advanced Manufacturing end market, partially offset by a decrease from the Defense & Space end market. The increase in Asia Pacific revenues for the nine months ended September 30, 2026 compared to the same period in 2025, was due to increased revenue across all end markets.
The increases in EMEA revenues for the three and nine months ended September 30, 2026 compared to the same periods in 2025, were due to increased revenue across all end markets.
Cost of Revenues and Gross Margin
Cost of Laser Products revenue consists primarily of manufacturing materials, labor, shipping and handling costs, tariffs and manufacturing-related overhead. We order materials and supplies based on backlog and forecasted demand from our customers. We expense all warranty costs and inventory provisions as cost of revenues.
Cost of Advanced Development revenue consists of materials, labor, subcontracting costs, and an allocation of indirect costs including overhead and general and administrative.
Our gross profit and gross margin were as follows for the periods presented (dollars in thousands):
| Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||
| Products | Development | Total | Products | Development | Total | |||||||||||||||||||||||||||||||||
| Gross profit | $ | 22,758 | $ | 1,673 | $ | 24,431 | $ | 19,522 | $ | 1,231 | $ | 20,753 | ||||||||||||||||||||||||||
| Gross margin | 47.4 | % | 6.5 | % | 33.1 | % | 41.0 | % | 6.4 | % | 31.1 | % | ||||||||||||||||||||||||||
| Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||
| Products | Development | Total | Products | Development | Total | |||||||||||||||||||||||||||||||||
| Gross profit | $ | 72,584 | $ | 4,085 | $ | 76,669 | $ | 47,195 | $ | 5,814 | $ | 53,009 | ||||||||||||||||||||||||||
| Gross margin | 43.8 | % | 5.8 | % | 32.4 | % | 38.0 | % | 10.4 | % | 29.4 | % | ||||||||||||||||||||||||||
The increase in Laser Products gross margin for the three and nine months ended September 30, 2026 compared to the same periods in 2025 was driven primarily by product sales mix, decreased inventory and warranty reserve charges, and the impact of increased production volumes on fixed manufacturing costs driven by demand. The increase in development gross margin for the three months ended September 30, 2026 compared to the same period in 2025 is attributable to changes in the mix of research and development contracts. The decrease in development gross margin for the nine months ended September 30, 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. Our CPFF contracts generally have a lower average gross margin than our FFP contracts.
Operating Expenses
Our operating expenses were as follows for the periods presented (dollars in thousands):
Research and Development
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Research and development | $ | 12,535 | $ | 11,534 | $ | 1,001 | 8.7 | % | |||||||||||||||
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | Amount | % | ||||||||||||||||||||
| Research and development | $ | 37,511 | $ | 33,920 | $ | 3,591 | 10.6 | % | |||||||||||||||
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The increases in research and development expense for the three and nine months ended September 30, 2026 compared to the same periods in 2025 were primarily attributable to increased employee compensation driven by higher headcount. The increase in research and development expense for the nine months ended September 30, 2026 is also attributable to an increase in stock-based compensation of $1.3 million.
Sales, General and Administrative
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Sales, general, and administrative | $ | 13,653 | $ | 14,785 | $ | (1,132) | (7.7) | % | |||||||||||||||
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | Amount | % | ||||||||||||||||||||
| Sales, general, and administrative | $ | 44,906 | $ | 38,501 | $ | 6,405 | 16.6 | % | |||||||||||||||
The decrease in sales, general and administrative expense for the three months ended September 30, 2026, compared to the same period in 2025, was driven primarily by a higher allocation of costs from sales, general and administrative to development projects. The increase in sales, general and administrative expense for the nine months ended September 30, 2026, compared to the same period in 2025, was driven primarily by an increase in stock-based compensation of $7.1 million, increased employee compensation, and decreased bad debt recoveries, partially offset by a higher allocation of costs from sales, general and administrative to development projects.
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Restructuring
Restructuring included the following (in thousands):
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Employee termination costs | $ | 4,524 | $ | 942 | $ | 3,582 | 380.3% | ||||||||||||||||
| Write-down of long-lived assets and customer receivables | 2,412 | 791 | 1,621 | 204.9% | |||||||||||||||||||
| Other | 526 | — | 526 | NM* | |||||||||||||||||||
| Total restructuring charges | $ | 7,462 | $ | 1,733 | $ | 5,729 | 330.6% | ||||||||||||||||
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Employee termination costs | $ | 4,524 | $ | 942 | $ | 3,582 | 380.3% | ||||||||||||||||
| Write-down of long-lived assets and customer receivables | 2,412 | 791 | 1,621 | 204.9% | |||||||||||||||||||
| Other | 821 | — | 821 | NM* | |||||||||||||||||||
| Total restructuring charges | $ | 7,757 | $ | 1,733 | $ | 6,024 | 347.6% | ||||||||||||||||
*NM - Not meaningful
During the third quarter we implemented a restructuring plan that shut down nearly all of our business operations in China. This restructuring plan directly included a headcount reduction, the write-down of long-lived assets, and the write-down of customer receivables. During the three months ended March 31, 2026 we incurred restructuring charges consisting of lease exit and termination costs related to excess manufacturing space. During the three months ended September 30, 2025 we implemented restructuring plans which included headcount reduction in China and the write-down of in-process capital equipment projects related to production capacity that was never placed into service.
Interest Income
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Interest income | $ | 2,456 | $ | 1,079 | $ | 1,377 | 127.6% | ||||||||||||||||
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | Amount | % | ||||||||||||||||||||
| Interest income | $ | 6,492 | $ | 3,875 | $ | 2,617 | 67.5 | % | |||||||||||||||
The increases in interest income for the three and nine months ended September 30, 2026, compared to the same periods in 2025, were driven primarily by an increase in the average balance of cash, cash equivalents and marketable securities.
Interest income is primarily earned from our marketable securities (U.S. treasuries), recognized using the effective yield method, and cash equivalents (money market securities).
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Interest expense
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Interest expense | $ | (25) | $ | (317) | $ | 292 | (92.1)% | ||||||||||||||||
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | Amount | % | ||||||||||||||||||||
| Interest expense | $ | (529) | $ | (753) | $ | 224 | (29.7)% | ||||||||||||||||
The decreases in interest expense for the three and nine months ended September 30, 2026, compared to the same periods in 2025, were primarily driven by the timing of our borrowing and repayment of $20.0 million under the line of credit (LOC). During the three months ended March 31, 2025, we drew $20.0 million under the LOC. During the three months ended June 30, 2026, we repaid the $20.0 million LOC balance. Interest expense on the LOC was immaterial and $0.5 million for the three and nine months ended September 30, 2026, respectively.
Other Income, net
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Other income (expense), net | $ | (72) | $ | (64) | $ | (8) | 12.5 | % | |||||||||||||||
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | Amount | % | ||||||||||||||||||||
| Other income (expense), net | $ | 116 | $ | (108) | $ | 224 | (207.4) | % | |||||||||||||||
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 September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Income tax expense | $ | 316 | $ | 273 | $ | 43 | 15.8 | % | |||||||||||||||
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | Amount | % | ||||||||||||||||||||
| Income tax expense | $ | 444 | $ | 427 | $ | 17 | 4.0 | % | |||||||||||||||
We record income tax expense for taxes in our foreign jurisdictions including China, Finland, Italy, 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 (U.S.), and a partial valuation allowance in China as of September 30, 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.
Our tax expense is dependent on the geographic mix of earnings and primarily related to our foreign operations. The increase in income tax expense for the three and nine months ended September 30, 2026 compared to the
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same periods in 2025 was driven by an increase in foreign income. The second quarter of 2026 includes an increase in the valuation allowance for China that was partially offset by discrete tax benefits for expiring statutes of limitations on unrecognized tax positions.
Liquidity and Capital Resources
We had cash and cash equivalents and restricted cash of $279.7 million and $99.0 million as of September 30, 2026 and December 31, 2025, respectively. In addition, we had marketable securities of $34.8 million and $34.9 million at September 30, 2026 and December 31, 2025, respectively. Our total balance of cash, cash equivalents, restricted cash and marketable securities increased by $180.6 million from December 31, 2025 to September 30, 2026.
For the nine months ended September 30, 2026, our principal sources of liquidity were 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 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):
| Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Net cash provided by operating activities | $ | 17,282 | $ | 3,812 | |||||||||||||
| Net cash used in investing activities | (10,257) | (7,269) | |||||||||||||||
| Net cash provided by financing activities | 173,589 | 18,519 | |||||||||||||||
| Effect of exchange rate changes on cash | 58 | 278 | |||||||||||||||
| Net increase in cash, cash equivalents and restricted cash | $ | 180,672 | $ | 15,340 | |||||||||||||
Net Cash Provided by Operating Activities
During the nine months ended September 30, 2026, net cash provided by operating activities was $17.3 million, which was the result of an $7.9 million net loss and cash used in net working capital of $17.6 million, offset by non-cash expenses totaling $42.8 million related primarily to depreciation, amortization, stock-based compensation, and restructuring charges. The cash used in net working capital in the nine months ended September 30, 2026 was driven by a $21.8 million increase in prepaid expenses and other current assets and a $15.1 million increase in inventory. The cash used in working capital was offset by an $8.4 million increase in deferred revenues, $3.6 million decrease in accounts receivable, net, $3.1 million increase in lease liabilities, $2.3 million increase in accounts payable, $1.5 million increase in accrued and other long-term liabilities, and $0.4 million decrease in other assets, net.
Net Cash Used in Investing Activities
During the nine months ended September 30, 2026, net cash used in investing activities was $10.3 million, which was driven by net capital expenditures of $11.4 million, offset by the net proceeds from maturities and sales of marketable securities of $0.7 million and proceeds from the sale of a subsidiary of $0.4 million.
Net Cash Provided by Financing Activities
During the nine months ended September 30, 2026, net cash provided by financing activities was $173.6 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 and employee stock plan purchases of $2.5 million, offset by repayment of $20.0 million of the LOC and tax payments related to stock award issuances of $0.2 million.
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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 6.0% on the LOC at September 30, 2026 is based on the Prime Rate, minus a margin based on our liquidity levels.
As of September 30, 2026, no amounts were outstanding on the LOC and we were in compliance with all covenants. The full $40.0 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 Report on Form 10-K for the year ended December 31, 2025. Our exposure to market risk has not changed materially since December 31, 2025.
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 September 30, 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
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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. Except as disclosed below, 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.
We are subject to U.S. and international governmental export and import controls that could adversely impact our supply chain, subject us to liability, impair our ability to compete and otherwise adversely affect our business, financial condition, results of operations and growth prospects.
The United States and various foreign governments have imposed controls, export license requirements and restrictions on the import or export of certain products, technologies, and software. For example, the U.S. government has imposed controls restricting the ability to send certain products and technology related to lasers, semiconductors, semiconductor manufacturing and supercomputing to and within China and additional destinations and is expected to further expand these controls. These controls may impact our ability to export certain products and technology to China and other destinations and restrict our ability to use certain components in our products.
Foreign governments also impose trade restrictions and retaliate in ways that could adversely impact our business, for example by imposing export control regimes placing export or other license requirements or restrictions on certain products or materials. These restrictions could increase the cost of, or delay or prevent the shipment of, components or inputs used to produce our products. For example, in June 2026, China implemented enhanced export declaration requirements for certain machine tools, unmanned aerial systems and related components. These new requirements impose more stringent documentation, classification, and reporting obligations on exporters that have resulted in increased compliance costs and longer customs clearance times, which negatively impacted and may continue to negatively impact our revenue and operating results. Although we have initiated a variety of mitigation strategies to secure the components and materials needed to manufacture our products and all such efforts are ongoing, if we are unable to effectively mitigate the supply chain disruptions caused by China’s new customs requirements, we expect it to increase our operational complexity, continue to disrupt our production and have a material negative impact on our revenue and profitability in future periods.
We must export our products in compliance with applicable export controls, and we may not always be successful in obtaining necessary export licenses. Denials of export licenses or limitations imposed by such laws on our ability to export or sell our products may harm our international and domestic revenues. Furthermore, noncompliance by us or any of our customers with these laws could have negative consequences, including government investigations, penalties and reputational harm. Any failure by us or any of our customers to adequately comply with these laws could result in civil fines or suspension or loss of our export privileges, as well as substantial expense and diversion of management resources and attention, any of which could materially adversely affect our business, financial condition, results of operations and growth prospects.
ITEM 5. OTHER INFORMATION
Securities Trading Plans of Directors and Executive Officers
During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted terminated
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ITEM 6. EXHIBITS
(a) Exhibits
| Exhibit Number | Incorporated by Reference | Filed Herewith | ||||||||||||||||||
| Description | Form | File No. | Exhibit | Filing Date | ||||||||||||||||
| 31.1 | X | |||||||||||||||||||
| 31.2 | X | |||||||||||||||||||
| 32.1* | X | |||||||||||||||||||
| 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) | X | ||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | ||||||||||||||||||
| * | 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. | ||||
31
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) | ||||||||
| November 6, 2026 | By: | /s/ SCOTT KEENEY | ||||||
| Date | Scott Keeney | |||||||
| President and Chief Executive Officer (Principal Executive Officer) | ||||||||
| November 6, 2026 | By: | /s/ JOSEPH CORSO | ||||||
| Date | Joseph Corso | |||||||
| Chief Financial Officer (Principal Financial Officer) | ||||||||
| November 6, 2026 | By: | /s/ JAMES NIAS | ||||||
| Date | James Nias | |||||||
| Chief Accounting Officer (Principal Accounting Officer) | ||||||||
32
Exhibit 31.1
NLIGHT, INC.
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a - 14(a) OR RULE 15d - 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
I, Scott Keeney, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of nLIGHT, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: November 6, 2026 | ||
| /s/ SCOTT KEENEY | ||
| Scott Keeney | ||
| President, Chief Executive Officer and Chairman (Principal Executive Officer) | ||
Exhibit 31.2
NLIGHT, INC.
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a - 14(a) OR RULE 15d - 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
I, Joseph Corso, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of nLIGHT, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: November 6, 2026 | ||
| /s/ JOSEPH CORSO | ||
| Joseph Corso | ||
| Chief Financial Officer (Principal Financial Officer) | ||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of the Quarterly Report on Form 10-Q for the fiscal year ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the "Report") by nLIGHT, Inc. (the "Company"), Scott Keeney, as the Chief Executive Officer of the Company, and Joseph Corso, as the Chief Financial Officer of the Company, each hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
1.the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 6, 2026
| /s/ SCOTT KEENEY | |||||
| Scott Keeney | |||||
| President, Chief Executive Officer and Chairman (Principal Executive Officer) | |||||
| /s/ JOSEPH CORSO | |||||
| Joseph Corso | |||||
| Chief Financial Officer (Principal Financial Officer) | |||||
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.