President and CEO Lin Chih-Hsiang (Thompson) gifted 85,790 shares, received a gift of 85,790 shares, disposed of 721,812 shares and acquired 721,812 shares (SEC Form 4)
$AAOI
Semiconductors
Technology
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
APPLIED OPTOELECTRONICS, INC. [ AAOI ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 05/28/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $.001 par value | 807,602 | I | By Lin Family Investment Holdings LLC(1) | |||||||
| Common Stock, $.001 par value | 1,448,091 | D | ||||||||
| Common Stock, $.001 par value | 05/28/2026 | G | 85,790.27 | D | $0(2) | 807,602 | I | By Lin Family Investment Holdings LLC(2) | ||
| Common Stock, $.001 par value | 05/28/2026 | G | 85,790.27 | A | $0(2) | 85,790.27 | I | By Thompson Lin Family Trust(4) | ||
| Common Stock, $.001 par value | 05/28/2026 | J | 721,811.73 | D | (3) | 807,602 | I | By Lin Family Investment Holdings LLC(3) | ||
| Common Stock, $.001 par value | 05/28/2026 | J | 721,811.73 | A | (3) | 807,602 | I | By Thompson Lin Family Trust(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. On May 26, 2026, the reporting person contributed 807,602 directly owned shares of Applied Optoelectronics, Inc. (the "Company")'s common stock to Lin Family Investment Holdings LLC, a Delaware limited liability company (the "LLC"). The reporting person serves as the sole member and the sole manager of the LLC and owned all of the outstanding LLC membership interests directly. In his capacity as the manager of the LLC, he has the sole power to vote and direct the disposition of the shares. Such contribution was exempt from reporting by virtue of Rule 16a-13 because it merely changed the form of beneficial ownership from direct to indirect without affecting the reporting person's pecuniary interest in the shares. |
| 2. The reported transaction reflects the gift of a portion of the reporting person's membership interest in the LLC, valued at $15 million, as determined by utilizing the average of the high and low per share trading price on the date of the gift (the per share price on the date of the gift, May 28, 2026, was $174.845 and the number of shares was 85,790.27), from the reporting person into an irrevocable trust for the benefit of the reporting person's heirs for estate planning purposes. The LLC continues to hold the 807,602 shares of the Company's common stock, and continues to be managed by the reporting person as the sole manager. This transaction was a bona fide gift to The Thompson Lin Family Trust (the "Family Trust"), and therefore no consideration was paid for the shares. The reporting person disclaims beneficial ownership of these securities except to the extent of his voting power therein. |
| 3. The reported transaction reflects the transfer of a certain portion of the reporting person's membership interest in the LLC from the reporting person to the Family Trust, in exchange for a promissory note in the principal amount of $126,205,171.69, representing the fair market value of the shares (represented by the portion of the LLC membership interest) as determined by utilizing the average of the high and low per share trading price on the date of the sale. The per share price on the date of the sale, May 28, 2026, was $174.845 and the number of shares sold was 721,811.73. The LLC continues to hold the 807,602 shares of the Company's common stock, and continues to be managed by the reporting person as the sole manager. The reporting person disclaims beneficial ownership of these securities except to the extent of his voting power therein. |
| 4. The securities indirectly held in the Family Trust through the ownership of interests in the LLC are for the benefit of the reporting person's heirs. The reporting person is the settlor of the irrevocable Family Trust, where The Bryn Mawr Trust Company of Delaware serves as trustee which may be replaced at the discretion of the reporting person. The reporting person disclaims beneficial ownership of these securities except to the extent of his voting power therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| /s/ David C. Kuo, attorney in fact for Chih-Hsiang (Thompson) Lin | 06/01/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||