CAMAS, Washington — February 3, 2026
Executive Summary
nLIGHT, Inc., a publicly traded provider of high-power laser technologies, has announced the pricing of its underwritten public offering of common stock pursuant to its existing shelf registration statement. The company priced the offering at $44.00 per share for 3,977,273 shares of common stock, resulting in expected gross proceeds of approximately $175 million before underwriting discounts, commissions, and estimated offering expenses. nLIGHT has also granted the underwriters a 30-day option to purchase up to an additional 596,590 shares at the public offering price, less underwriting discounts and commissions. According to the company, the net proceeds from the offering are intended to be used for working capital, capital expenditures, and other general corporate purposes. The offering is expected to close on February 5, 2026, subject to customary closing conditions.
Announcement Overview
nLIGHT, Inc. announced that it has priced an underwritten public offering of its common stock under an existing shelf registration statement that became automatically effective upon filing with the U.S. Securities and Exchange Commission. The offering consists of 3,977,273 shares of common stock priced at $44.00 per share, representing aggregate gross proceeds of approximately $175 million prior to the deduction of underwriting discounts, commissions, and estimated offering expenses.
The company stated that, in connection with the offering, it has granted the underwriters a 30-day option to purchase up to an additional 596,590 shares of common stock at the same public offering price, less applicable underwriting discounts and commissions. If exercised in full, the underwriters’ option would increase the total number of shares sold in the offering.
According to nLIGHT, the offering is expected to close on February 5, 2026, subject to market conditions and other customary closing requirements. The shares are being offered pursuant to a shelf registration statement on Form S-3 filed with the SEC on February 3, 2026, which includes a base prospectus.
Key Offering Details
The public offering includes 3,977,273 shares of nLIGHT common stock priced at $44.00 per share. The offering is being conducted as an underwritten public offering pursuant to an existing shelf registration statement on Form S-3. Gross proceeds are expected to total approximately $175 million before deducting underwriting discounts, commissions, and offering-related expenses. The underwriters have been granted a 30-day option to purchase up to 596,590 additional shares at the public offering price, less underwriting discounts and commissions. The offering is expected to close on February 5, 2026, subject to customary closing conditions.
Use of Proceeds
According to the company, nLIGHT intends to use the net proceeds from the public offering for working capital, capital expenditures, and other general corporate purposes. The company did not allocate specific amounts of proceeds to individual uses but stated that the funds are expected to support its ongoing operations and business initiatives.
The company indicated that the use of proceeds aligns with its broader corporate objectives, including supporting operational requirements, funding capital investments, and maintaining financial flexibility. No portion of the proceeds has been earmarked for specific acquisitions, debt repayment, or other singular transactions at the time of the announcement.
Underwriting and Offering Participants
Stifel, Baird, William Blair, and Raymond James are acting as joint lead book-running managers for the offering. Cantor is acting as a book-running manager, and Needham & Company is acting as co-manager.
The offering is being made only by means of a preliminary prospectus supplement and the accompanying base prospectus that forms part of the registration statement filed with the SEC. nLIGHT stated that it intends to file a final prospectus supplement and accompanying base prospectus with the SEC following the pricing of the offering.
Copies of the final prospectus supplement and accompanying base prospectus, when available, may be obtained from the underwriting firms, including Stifel, Nicolaus & Company, Incorporated; Robert W. Baird & Co. Incorporated; William Blair & Company, L.L.C.; and Raymond James & Associates, Inc., through their respective syndicate departments.
Regulatory and Securities Law Context
The offering is being conducted pursuant to an automatically effective shelf registration statement on Form S-3 filed with the SEC on February 3, 2026. The registration statement includes a base prospectus covering the securities offered.
nLIGHT stated that the preliminary prospectus supplement and accompanying base prospectus have been filed with the SEC and are available on the SEC’s website. The company further noted that the final prospectus supplement and accompanying base prospectus will be filed with the SEC when available.
The company emphasized that the press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction where such offer, solicitation, or sale would be unlawful prior to registration or qualification under applicable securities laws.
Forward-Looking Statements Disclaimer
The announcement includes statements that are considered 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, as well as the Private Securities Litigation Reform Act of 1995.
According to the company, forward-looking statements include statements regarding the timing, size, pricing, and completion of the public offering, expected gross proceeds, and intended use of net proceeds. These statements are based on current expectations and assumptions that may not prove to be accurate.
The company stated that forward-looking statements are subject to risks, uncertainties, and changes in circumstances that are difficult to predict and that actual results may differ materially from those expressed or implied. Factors that could cause such differences include those identified in the “Risk Factors” section of nLIGHT’s Annual Report on Form 10-K for the year ended December 31, 2024, as well as those described in the preliminary prospectus supplement filed with the SEC.
nLIGHT stated that it undertakes no obligation to update or revise any forward-looking statements contained in the announcement, except as required by law.
Company Background and Operating Context
nLIGHT, Inc. is a provider of high-power laser solutions used in mission-critical applications across directed energy, optical sensing, and advanced manufacturing markets. The company designs, manufactures, and supplies laser systems and components that are used in demanding environments where performance, reliability, and precision are required.
Headquartered in Camas, Washington, nLIGHT operates across multiple geographic regions, including the United States, Europe, and Asia. The company employs approximately 800 people globally and maintains a footprint that supports research and development, manufacturing, and customer engagement across its served markets.
nLIGHT’s technology portfolio includes high-power fiber lasers and laser components that are integrated into systems used by customers in defense, industrial, and sensing applications. The company’s offerings are designed to meet requirements for power, beam quality, efficiency, and scalability.
Market Segments and Applications
nLIGHT serves several distinct end markets through its laser technology offerings. In directed energy applications, the company provides high-power laser solutions designed for use in defense and national security systems. These systems are used in environments that require precision, reliability, and the ability to operate under challenging conditions.
In optical sensing, nLIGHT’s technologies are used in applications that require accurate detection, measurement, and analysis. These applications may include sensing systems deployed in aerospace, defense, and industrial contexts.
The company also serves advanced manufacturing markets, where high-power lasers are used for cutting, welding, additive manufacturing, and other industrial processes. According to the company, its laser solutions support manufacturing workflows that require high levels of precision and repeatability.
Capital Markets Activity and Corporate Positioning
The public offering represents a capital markets transaction intended to provide nLIGHT with additional financial resources. According to the company, the net proceeds are expected to support working capital needs, capital expenditures, and general corporate purposes.
The company has accessed the capital markets through an underwritten public offering conducted under an existing shelf registration statement, providing flexibility in timing and execution. The pricing of the offering reflects market conditions at the time of issuance and investor demand for the company’s common stock.
nLIGHT did not disclose any changes to its strategic direction or operating plans in connection with the offering. The announcement focuses on the mechanics of the offering, its pricing, expected proceeds, and intended use of funds.
Offering Mechanics and Closing Conditions
The offering is structured as an underwritten transaction with a syndicate of investment banks acting as book-running managers and co-managers. The inclusion of an underwriters’ option allows for the potential sale of additional shares, subject to investor demand and market conditions.
According to the company, the offering is expected to close on February 5, 2026, subject to satisfaction of customary closing conditions. These conditions may include the completion of documentation, regulatory clearances, and other requirements typical of public equity offerings.
The final number of shares sold in the offering may increase if the underwriters exercise their option to purchase additional shares within the 30-day option period.
About the Company
nLIGHT, Inc. was founded in 2000 and is headquartered in Camas, Washington. The company develops and manufactures high-power laser solutions for mission-critical applications in directed energy, optical sensing, and advanced manufacturing. Since its founding, nLIGHT has focused on advancing laser technology to meet the performance and reliability demands of customers operating in challenging environments.
Today, nLIGHT employs approximately 800 people and operates across the United States, Europe, and Asia. The company’s global footprint supports research and development, manufacturing, and customer engagement activities. nLIGHT’s products are used by customers in defense, industrial manufacturing, and sensing markets, where laser performance and system integration are critical.
nLIGHT’s business model centers on the design and production of high-power fiber lasers and laser components that are integrated into larger systems. The company serves customers that require scalable, efficient, and high-performance laser solutions. Its operations span product development, manufacturing, and technical support, enabling it to deliver end-to-end laser solutions to its customers.
Media Contact
John Marchetti
Vice President, Corporate Development and Investor Relations
nLIGHT, Inc.
Phone: (360) 566-4460
Source Attribution
Source: Company announcement