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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):
February 23, 2026
Applied Optoelectronics, Inc.
(Exact name of registrant as specified
in its charter)
| Delaware |
001-36083 |
76-0533927 |
| (State 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) |
Trading
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 February 23, 2026, Applied Optoelectronics,
Inc. (the “Company”) entered into a Lease Agreement (the “Lease”) with Blue Ridge Commerce Center West LLC (the
“Landlord”), effective as of February 10, 2026, pursuant to which the Company will lease approximately 153,928 rentable square
feet of space (the “Premises”) in Building #3, located at 16851 Blue Ridge Commerce Dr., Houston, Texas 77489 (the “Building”).
The Premises may be used for office, warehouse, and light manufacturing and assembly.
The Lease term is 130 months (the “Term”),
beginning on the Commencement Date and ending on the last day of the 130th full calendar month thereafter, unless earlier terminated in
accordance with the Lease. The Commencement Date is defined in the Lease as the earlier of (i) the date the Company occupies any portion
of the Premises and begins conducting business therein or (ii) February 10, 2026. Pursuant to the Lease, the Landlord has agreed to provide
a tenant improvement allowance in the amount of $3,078,560.00, subject to the terms and conditions set forth in the Lease.
Base rent under the Lease is abated for the first
five months of the Term. For months 6 through 10, monthly base rent is $5.16 per rentable square foot on an annualized basis (approximately
$66,189.04 per month). Beginning in month 11, base rent increases to $10.32 per rentable square foot on an annualized basis (approximately
$132,378.08 per month) and escalates periodically throughout the remainder of the Term, reflecting an average annual increase of approximately
3.5%. These scheduled increases culminate in base rent of $14.56 per rentable square foot on an annualized basis (approximately $186,732.36
per month) during the final 10 months of the Term (months 121 through 130).
The Company is required to pay (i) prepaid rent
of $163,163.68 to be applied against the eleventh month’s rent and (ii) an initial security deposit of $2,000,000.00, which accrues
interest and is subject to partial reductions during the Lease term if specified payment-performance conditions are satisfied. The Lease
provides for scheduled reductions of the security deposit of $500,000 after 40 months, $500,000 after 70 months, and $340,000 after 100
months, subject to the Company not being in default and other conditions set forth in the Lease.
In addition to base rent, the Company is responsible
for Operating Expense Payments, including taxes and insurance components as provided in the Lease.
The Lease also grants the Company certain additional
rights, including (i) a one-time early termination right, exercisable effective as of the last day of the 82nd full calendar month after
the Commencement Date, subject to timely notice and payment of a termination fee, and (ii) a one-time purchase option permitting the Company
to purchase the Building parcel and improvements for a stated purchase price of $30,257,846.86, subject to the terms and deadlines set
forth in the Lease, including a notice deadline of September 15, 2026 and a closing deadline no later than December 15, 2026.
The foregoing description of the Lease does not
purport to be a complete statement of the parties’ rights and obligations under the Lease and is qualified in its entirety by reference
to the full text of the Lease Agreement, which is filed as Exhibit 10.1 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 with respect to the Lease Agreement is incorporated by reference into Item 2.03.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
| Description |
| 10.1 |
| Lease Agreement,executed February 23, 2026, by and between Applied Optoelectronic, Inc., and Blue Ridge Commerce Center West LLC.
|
| 104 |
| Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
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.
| |
APPLIED OPTOELECTRONICS, INC. |
|
| |
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By: |
/s/ David C. Kuo |
|
| |
|
David C. Kuo |
|
| |
| Senior Vice President and Chief Legal Officer |
|
Date: February 27, 2026
