AAOI (AAOI) CEO logs tax-withholding share surrenders, holds 1.62M shares

Rhea-AI Filing Summary

Applied Optoelectronics President and CEO Chih-Hsiang (Thompson) Lin reported multiple share surrenders to the company to cover tax-withholding obligations tied to vested restricted stock units. On January 22, 2026, four Form 4 transactions coded "F" show common shares surrendered at $38.38 per share in connection with RSU awards granted in June 2022, June 2023, April 2024, and April 2025. Following these tax-withholding transactions, Lin beneficially owned 1,622,718 shares of Applied Optoelectronics common stock directly.

SEC Form 4

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^*

Lin Chih-Hsiang (Thompson)

(Last) (First) (Middle)

C/O APPLIED OPTOELECTRONICS, INC.

13139 JESS PIRTLE BLVD.

(Street)

SUGAR LAND TX 77478

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
APPLIED OPTOELECTRONICS, INC. [ AAOI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	01/22/2026		F		6,230(1)	D	$38.38	1,638,160	D
Common Stock, $.001 par value	01/22/2026		F		9,932(2)	D	$38.38	1,628,228	D
Common Stock, $.001 par value	01/22/2026		F		2,646(3)	D	$38.38	1,625,582	D
Common Stock, $.001 par value	01/22/2026		F		2,864(4)	D	$38.38	1,622,718	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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. Reflects shares surrendered to the Issuer to satisfy tax-withholding obligations upon the vesting of restricted stock unit award granted on June 27, 2022.

2. Reflects shares surrendered to the Issuer to satisfy tax-withholding obligations upon the vesting of restricted stock unit award granted on June 26, 2023.

3. Reflects shares surrendered to the Issuer to satisfy tax-withholding obligations upon the vesting of restricted stock unit award granted on April 29, 2024.

4. Reflects shares surrendered to the Issuer to satisfy tax-withholding obligations upon the vesting of restricted stock unit award granted on April 11, 2025.

	/s/ David C. Kuo, attorney in fact for Chih-Hsiang (Thompson) Lin	01/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did AAOI President and CEO report on this Form 4?

AAOI President and CEO Chih-Hsiang (Thompson) Lin reported multiple share surrenders coded "F" on January 22, 2026, where common shares of Applied Optoelectronics were surrendered to the company to satisfy tax-withholding obligations from vested restricted stock units.

How many Applied Optoelectronics (AAOI) shares were surrendered in each transaction?

The Form 4 shows four non-derivative transactions in common stock: 6,230 shares, 9,932 shares, 2,646 shares, and 2,864 shares, each reported at a price of $38.38 per share and coded as share surrenders for tax withholding.

Why did the AAOI CEO surrender shares instead of selling them on the open market?

The footnotes state that each transaction reflects shares surrendered to the issuer to satisfy tax-withholding obligations upon the vesting of restricted stock unit awards granted on June 27, 2022, June 26, 2023, April 29, 2024, and April 11, 2025.

How many AAOI shares does the CEO own after these Form 4 transactions?

After the reported tax-withholding share surrenders on January 22, 2026, Chih-Hsiang (Thompson) Lin beneficially owned 1,622,718 shares of Applied Optoelectronics common stock in direct ownership.

What does transaction code "F" mean in this AAOI Form 4?

In this Form 4, transaction code "F" indicates shares surrendered to the issuer to pay tax withholding due upon the vesting of previously granted restricted stock units, as described in the footnotes for each transaction.

Is the AAOI CEO a director as well as an officer according to this filing?

Yes. The reporting person, Lin Chih-Hsiang (Thompson), is identified as both a Director and an Officer, with the officer title listed as President and CEO of Applied Optoelectronics.