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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 6, 2026
Applied Optoelectronics, Inc.
(Exact name of registrant as specified
in its charter)
| Delaware |
001-36083 |
76-0533927 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
13139
Jess Pirtle Blvd.
Sugar
Land, Texas 77478
(Address
of principal executive offices and zip code)
(281) 295-1800
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name of each exchange on which registered |
| Common
Stock, Par value $0.001 |
AAOI |
NASDAQ
Global Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. o
| Item 1.01 |
Entry into a Material Definitive Agreement.
|
On November 6, 2026, Applied Optoelectronics, Inc.
(the “Company”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Hightower Phase I Owner,
LLC, a Delaware limited liability company (“Seller”), for the acquisition of Buildings 1, 2 and 3 at Hightower Business Park
– Phase I in Houston, Texas, together with the related land, improvements and certain associated personal property and rights (collectively,
the “Property”). The Company completed the acquisition on November 6, 2026.
The Company acquired the Property pursuant to purchase
options contained in its three lease agreements with Seller, each dated May 8, 2026 (collectively, the “Leases”). The Leases
and purchase options were previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 13, 2026. The aggregate cash purchase price was $102,250,000, subject to customary prorations and closing adjustments.
The buildings contain approximately 736,216 rentable
square feet in the aggregate and are intended for manufacturing, warehouse and office use, as follows:
| Building |
Address |
Rentable square feet |
| Building 1 |
6000 McHard Road, Houston, Texas 77053 |
163,930 |
| Building 2 |
6100 McHard Road, Houston, Texas 77053 |
343,332 |
| Building 3 |
17255 Chimney Rock Road, Houston, Texas 77053 |
228,954 |
The Purchase Agreement contains representations,
warranties and indemnification provisions and provides for the assignment of certain construction and roof warranties.
The foregoing description of the Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 1.02 | Termination
of a Material Definitive Agreement. |
In connection with the acquisition described in
Item 1.01 above, on November 6, 2026, the Company and Seller entered into a Lease Termination Agreement (the “Lease Termination
Agreement”), pursuant to which the three Leases were terminated effective as of November 6, 2026. Each Lease had an initial term
of 123 calendar months, plus any applicable partial month, and covered the applicable building and related premises for manufacturing,
warehouse and office use.
The Company did not incur any early termination
penalty in connection with the termination of the Leases. The Lease Termination Agreement provides for mutual releases of lease-related
claims, subject to specified surviving obligations, including the Company’s indemnification, hold-harmless and defense obligations
under the Leases and the parties’ obligations under the Purchase Agreement. It also provides for the return of the security deposit
and any unapplied prepaid rent.
The foregoing description of the Lease Termination
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lease Termination Agreement,
which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1*+ |
|
Purchase and Sale Agreement, dated November 6, 2026, by and between Applied Optoelectronics, Inc. and Hightower Phase I Owner, LLC. |
| |
|
|
| 10.2 |
|
Lease Termination Agreement (Building 1), dated November 6, 2026, by and between Applied Optoelectronics, Inc. and Hightower Phase I Owner, LLC. |
| |
|
|
| 10.3 |
|
Lease Termination Agreement (Building 2), dated November 6, 2026, by and between Applied Optoelectronics, Inc. and Hightower Phase I Owner, LLC. |
| |
|
|
| 10.4 |
|
Lease Termination Agreement (Building 3), dated November 6, 2026, by and between Applied Optoelectronics, Inc. and Hightower Phase I Owner, LLC. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
+ Certain personally identifiable information has been omitted from
this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
* Schedules or similar attachments have been omitted from this filing
pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedule to the Securities and Exchange
Commission upon request.
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 hereunto duly authorized.
| Date: November 12, 2026 |
APPLIED OPTOELECTRONICS, INC. |
|
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By: |
/s/ David C. Kuo |
|
| |
Name |
David C. Kuo |
|
| |
Title: |
Senior Vice President and Chief Legal Officer |
|
