恩耐激光美股招股说明书(2026-02-04版)

Common Stock We are offering 3,977,273 shares of our common stock. Our common stock is listed on the Nasdaq Global Select Market under thesymbol “LASR.” On February 3, 2026, the last reported sale price of our common stock on the Nasdaq Global Select Market was Public offering priceUnderwriting discounts and commissions Wehave granted the underwriters an option to purchase up to an additional 596,590shares of our common stock from us at the publicoffering price, less the underwriting discounts and commissions, for 30 days after the date of this prospectus supplement. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on pageS-4of this prospectussupplement, page3of the accompanying prospectus, as well as the documents incorporated by reference in this prospectus Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the The underwriters expect to deliver the shares of common stock to purchasers onFebruary 5, 2026. Stifel Raymond James TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus form part of a registration statement on Form S-3 that we filed withthe Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. We are providing information to you aboutthis offering of our securities in two parts. The first part is this prospectus supplement, which describes the specific terms of thisoffering of our securities and also adds to and updates information contained in the accompanying prospectus and the documents We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to anydocument that is incorporated by reference herein or into the accompanying prospectus were made solely for the benefit of the partiesto such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be To the extent there is a conflict between the information contained in this prospectus supplement and the information contained inthe accompanying prospectus or any document incorporated by reference therein filed prior to the date of this prospectus supplement,you should rely on the information in this prospectus supplement; provided that if any statement in one of these documents is Neither we nor the underwriters have authorized anyone to provide any information other than that contained or incorporated byreference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus that we have authorized foruse in connection with this offering. We and the underwriters take no responsibility for, and can provide no assurance as to thereliability of, any other information that others may give you. You should assume that the information appearing in this prospectussupplement, the accompanying prospectus, and the documents incorporated by reference herein and therein or any free writing This prospectus supplement and the accompanying prospectus or any free writing prospectus do not constitute an offer to sell, or asolicitation of an offer to purchase, the securities offered by this prospectus supplement and the accompanying prospectus or any freewriting prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation ofan offer in such jurisdiction. It is important for you to read and consider all information contained in this prospectus supplement and We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted.The distribution of this prospectus supplement and the accompanying prospectus or any free writing prospectus and the offering of ourcommon stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of thisprospectus supplement and the accompanying prospectus or any free writing prospectus must inform themselves about, and observe Unless the context indicates otherwise, references in this prospectus supplement or the accompanying prospectus to “nLIGHT,Inc.,” the “Company,” “we,” “our” and “us” refer, collectively, to nLIGHT, Inc., a Delaware corporation, and its subsidiaries taken as a We have proprietary rights to the trademarks that are used in this prospectus supplement and the documents incorporated byreference herein, which are important to our business and many of which are registered under applicable intellectual property laws. Solely for convenience, the trademarks, service marks, logos and trade names referred to in this prospectus supplement and thedocuments incorporated by reference herein may be without thesymbol, but such references are not intended to indi