Applied Optoelectronics (NASDAQ: AAOI) adds major Houston facilities with purchase option

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Applied Optoelectronics, Inc. entered into three long-term industrial leases in Houston, Texas, for manufacturing, warehouse, and office use. The initial lease term for each building is 123 full calendar months, with an initial three-month rent abatement period and periodic rent escalations thereafter. The company will also pay its share of operating costs, taxes, and insurance.

Building 1 at 6000 McHard Road covers approximately 163,930 rentable square feet plus a 3.34-acre adjacent tract, with monthly basic rent starting at $104,915.20 in month four and increasing to $146,127.30 in months 112–123, and additional rent on the tract starting at $6,680.00 and rising to $9,303.99. Building 2 at 6100 McHard Road (approximately 343,332 rentable square feet) has rent starting at $205,999.20, increasing to $286,918.45, while Building 3 at 17255 Chimney Rock Road (approximately 228,954 rentable square feet) has rent starting at $146,530.56, increasing to $204,089.73.

Each lease includes a purchase and sale agreement giving the company an option to buy all three buildings and related land for an aggregate purchase price of $102,250,000, with earnest money of $1,758,750 and an expected closing 45 days after exercising the option, subject to the PSAs’ terms. The leases contain customary covenants, restrictions, insurance requirements, indemnities, default provisions, remedies, and termination rights tied to delivery delays, casualty, and condemnation.

Insights

AAOI commits to major long-term Houston facilities with a sizable purchase option.

Applied Optoelectronics is locking in substantial industrial capacity through three 123‑month leases in Houston. Combined starting monthly base rents exceed $463,000 from month four, before operating, tax, and insurance reimbursements, indicating a meaningful fixed-cost commitment aligned with manufacturing expansion.

The embedded purchase and sale agreements set an aggregate property price of $102,250,000 with $1,758,750 in earnest money. Exercising this option would shift the obligation profile from purely lease-based to property ownership, with timing driven by the company’s decision and PSA conditions.

Key aspects to focus on in future disclosures are how these leases affect operating leverage and whether the purchase option is exercised at the 45‑day closing window after any option exercise. Subsequent filings may detail financing choices if the company elects to acquire the properties.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Initial lease term: 123 months Building 1 starting rent: $104,915.20 per month Building 1 peak rent: $146,127.30 per month +5 more

8 metrics

Initial lease term 123 months Initial term for each of the three leases

Building 1 starting rent $104,915.20 per month Base rent from month four for Building 1

Building 1 peak rent $146,127.30 per month Base rent during months 112–123 for Building 1

Building 2 starting rent $205,999.20 per month Base rent from month four for Building 2

Building 3 starting rent $146,530.56 per month Base rent from month four for Building 3

Aggregate purchase price $102,250,000 Option price to buy all three buildings and land

Earnest money $1,758,750 Required under purchase and sale agreements

Building 1 square footage 163,930 rentable sq ft Industrial space under Building 1 lease

Key Terms

earnest money, purchase and sale agreement, events of default, indemnification obligations, +1 more

5 terms

earnest money financial

"The PSAs provide for an aggregate purchase price of $102,250,000 and require earnest money of $1,758,750."

purchase and sale agreement financial

"Each Lease includes a purchase and sale agreement (each, a “PSA” and collectively, the “PSAs”)."

A purchase and sale agreement is a legally binding contract that spells out exactly what is being bought or sold, the price, who must do what, the timeline, and any conditions that must be met before the deal closes — like a detailed recipe and checklist for a transaction. Investors care because this document determines when ownership or assets change hands, what risks or obligations remain, and which conditions (financing, approvals, inspections) could delay, alter, or void the deal and therefore affect a company’s value and stock price.

events of default regulatory

"The Leases also include customary events of default applicable to the Company and corresponding remedies available to the Landlord."

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

indemnification obligations regulatory

"requirements for the Company to maintain certain insurance, and indemnification obligations of the Company in favor of the Landlord."

A company's indemnification obligations are promises it has made to cover certain losses, legal costs, or damages that another party might suffer because of the company’s actions or events tied to a deal. Think of it like a guarantee or built-in insurance: if something goes wrong, the company must step in and pay. For investors this matters because these potential payouts create contingent liabilities that can reduce cash, raise legal exposure, and affect a company’s value and risk profile.

emerging growth company regulatory

"Emerging growth company o"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/13/2026 - 04:10 PM

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): May 8, 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 May 8, 2026, Applied Optoelectronics, Inc. (the “Company”) entered into three separate lease agreements (each, a “Lease” and collectively, the “Leases”) with Hightower Phase I Owner, LLC, a Delaware limited liability company (the “Landlord”), for three industrial buildings located in Houston, Texas (“Building 1,” “Building 2,” and “Building 3”). The Leases are intended for manufacturing, warehouse, and office use.

Each Lease has an initial term of 123 full calendar months, plus any partial month from the commencement date to the end of the calendar month in which the commencement date occurs. The commencement date will be the earliest of: (i) the date on which the Company occupies any portion of the applicable premises and begins conducting business therein, (ii) the date on which the Landlord’s work is substantially completed, or (iii) the date on which such work would have been substantially completed but for any tenant delay days.

Under each Lease, the Company is entitled to an initial rent abatement period during the first three months. Commencing in the fourth month, base rent escalates periodically throughout the term. The Company is also responsible for its proportionate share of operating costs, taxes, and insurance costs. The specific locations and rent schedules are as follows:

Building 1 Lease: Located at 6000 McHard Road, Houston, Texas 77053, consisting of approximately 163,930 rentable square feet of industrial space, together with the approximately 3.34-acre adjacent unimproved tract known as Reserve Tract 4 (collectively, the “Building 1 Lease”). Monthly basic rent starts at $104,915.20 in month four, escalating periodically to $146,127.30 during months 112 through 123. Monthly basic rent for Reserve Tract 4 starts at $6,680.00 in month four, escalating periodically to $9,303.99 during months 112 through 123.

Building 2 Lease: Located at 6100 McHard Road, Houston, Texas 77053, consisting of approximately 343,332 rentable square feet of industrial space (the “Building 2 Lease”). Monthly basic rent starts at $205,999.20 in month four, escalating periodically to $286,918.45 during months 112 through 123.

Building 3 Lease: Located at 17255 Chimney Rock Road, Houston, Texas 77053, consisting of approximately 228,954 rentable square feet of industrial space (the “Building 3 Lease”). Monthly basic rent starts at $146,530.56 in month four, escalating periodically to $204,089.73 during months 112 through 123.

Each Lease includes a purchase and sale agreement (each, a “PSA” and collectively, the “PSAs”) granting the Company an option to purchase Building 1, Building 2, and Building 3, together with the land on which such buildings are located. The PSAs provide for an aggregate purchase price of $102,250,000 and require earnest money of $1,758,750. Closing is expected to occur forty-five (45) days following the Company’s exercise of the purchase option, subject to the terms and conditions set forth in the PSAs.

In addition, each Lease contains customary provisions, including restrictions on the Company’s ability to assign or sublease the premises, requirements for the Company to maintain certain insurance, and indemnification obligations of the Company in favor of the Landlord. The Leases also include customary events of default applicable to the Company and corresponding remedies available to the Landlord, as well as termination rights for each party under certain circumstances, including delays in delivery of the premises, casualty events, and condemnation.

The foregoing description of the Leases does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Leases, which are filed as Exhibits 10.1, 10.2, and 10.3 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1+*		Lease Agreement (Building 1), dated May 8, 2026, by and between Applied Optoelectronics, Inc., and Hightower Phase I Owner, LLC.
10.2+*		Lease Agreement (Building 2), dated May 8, 2026, by and between Applied Optoelectronics, Inc., and Hightower Phase I Owner, LLC.
10.3+*		Lease Agreement (Building 3), dated May 8, 2026, by and between Applied Optoelectronics, Inc., and Hightower Phase I Owner, LLC.
104		Cover Page Interactive File (the cover page tags are 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: May 13, 2026	APPLIED OPTOELECTRONICS, INC.


	By:	/s/ David C. Kuo
	Name	David C. Kuo
	Title:	Senior Vice President and Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

What new leases did Applied Optoelectronics (AAOI) sign in Houston?

Applied Optoelectronics signed three leases for industrial buildings in Houston for manufacturing, warehouse, and office use. Each lease runs for 123 full calendar months and includes an initial three‑month rent abatement and escalating base rent over the term.

What are the starting monthly rents under AAOI’s new Houston leases?

From month four, Building 1’s base rent starts at $104,915.20 plus $6,680.00 for an adjacent tract, Building 2 starts at $205,999.20, and Building 3 starts at $146,530.56, with each rent schedule escalating periodically through months 112 to 123.

How long is the lease term for Applied Optoelectronics’ new facilities?

Each of the three Houston leases has an initial term of 123 full calendar months, plus any partial month from the lease commencement date. The commencement date is defined by occupancy, completion of landlord work, or when that work would have been completed absent tenant delays.

Does Applied Optoelectronics have an option to buy the leased Houston buildings?

Yes. Each lease includes a purchase and sale agreement granting an option to buy Buildings 1, 2, and 3 and their land for an aggregate $102,250,000. The agreements call for earnest money of $1,758,750 and anticipate closing 45 days after exercising the option.

What additional costs besides base rent will AAOI pay under the new leases?

Beyond base rent, Applied Optoelectronics must pay its proportionate share of operating costs, taxes, and insurance. The leases also include customary provisions on insurance maintenance, indemnification in favor of the landlord, and standard events of default with related landlord remedies.

What termination rights exist in AAOI’s new Houston lease agreements?

The leases provide termination rights for both Applied Optoelectronics and the landlord in certain circumstances. These include delays in delivering the premises, casualty events affecting the properties, and condemnation, alongside customary default provisions and remedies detailed in the lease agreements.

Filing Exhibits & Attachments

6 documents

Applied Optoelectronics (NASDAQ: AAOI) adds major Houston facilities with purchase option

Rhea-AI Filing Summary

Positive

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