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Applied Optoelectronics (NASDAQ: AAOI) officer sells shares after large stock award

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Applied Optoelectronics officer Chang Hung-Lun (Fred) reported a mix of stock awards and dispositions. On May 15, 2026, he received 224,199 shares of common stock at $0.00 per share as a grant earned from performance-vesting restricted stock units for the 2023–2026 period at maximum performance.

On May 19, 2026, he sold 33,630 shares in an open-market transaction at $173.26 per share and had 391,750 shares directly owned after this sale. That same day, 27,297 shares were withheld to cover applicable tax withholding obligations related to the award.

Positive

  • None.

Negative

  • None.
Insider Chang Hung-Lun (Fred)
Role *** See Remarks
Sold 33,630 shs ($5.83M)
Type Security Shares Price Value
Tax Withholding Common Stock, $.001 par value 27,297 $190.36 $5.20M
Sale Common Stock, $.001 par value 33,630 $173.26 $5.83M
Grant/Award Common Stock, $.001 par value 224,199 $0.00 --
Holdings After Transaction: Common Stock, $.001 par value — 425,380 shares (Direct, null)
Footnotes (1)
  1. Consists of shares earned in settlement of performance vesting restricted stock units for the 2023-2026 performance period that were earned and settled with respect to maximum performance. Consists of shares withheld to satisfy applicable tax withholding obligations.
Shares awarded 224,199 shares Grant on May 15, 2026 from performance-vesting RSUs
Sale volume 33,630 shares Open-market sale on May 19, 2026
Sale price $173.26 per share Open-market sale on May 19, 2026
Shares withheld for taxes 27,297 shares at $190.36 Tax withholding on May 19, 2026
Shares held after sale 391,750 shares Direct ownership after May 19, 2026 sale
performance vesting restricted stock units financial
"Consists of shares earned in settlement of performance vesting restricted stock units for the 2023-2026 performance period"
open-market sale financial
"transaction_action: open-market sale"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
tax-withholding disposition financial
"transaction_action: tax-withholding disposition"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Grant, award, or other acquisition financial
"transaction_code_description: Grant, award, or other acquisition"
tax withholding obligations financial
"Consists of shares withheld to satisfy applicable tax withholding obligations"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Chang Hung-Lun (Fred)
(Last)(First)(Middle)
C/O APPLIED OPTOELECTRONICS, INC.
13139 JESS PIRTLE BLVD.
(Street)
SUGAR LAND TEXAS 77478
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
APPLIED OPTOELECTRONICS, INC. [ AAOI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
*** See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock, $.001 par value05/15/2026A224,199(1)A$0.00452,677D
Common Stock, $.001 par value05/19/2026F27,297(2)D$190.36425,380D
Common Stock, $.001 par value05/19/2026S33,630D$173.26391,750D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Consists of shares earned in settlement of performance vesting restricted stock units for the 2023-2026 performance period that were earned and settled with respect to maximum performance.
2. Consists of shares withheld to satisfy applicable tax withholding obligations.
Remarks:
*** Senior Vice President and North America General Manager
/s/ David C. Kuo, attorney in fact for Hung-Lun (Fred) Chang05/19/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did AAOI officer Chang Hung-Lun report?

Chang Hung-Lun reported a performance-based stock grant, a share sale, and tax withholding. He received 224,199 shares, sold 33,630 shares in the market, and had 27,297 shares withheld to cover related tax obligations.

How many AAOI shares did the insider sell and at what price?

He sold 33,630 shares of Applied Optoelectronics common stock. The open-market sale occurred at a price of $173.26 per share, as disclosed in the Form 4 insider trading report for May 19, 2026.

What stock award did the AAOI insider receive in this Form 4?

He received 224,199 shares of common stock at $0.00 per share. The footnotes explain these shares settled performance-vesting restricted stock units for the 2023–2026 period that were earned at the maximum performance level.

How many AAOI shares does the insider hold after these transactions?

Following the May 19, 2026 open-market sale, he directly owns 391,750 shares of Applied Optoelectronics common stock. This post-transaction holding reflects the reported sale and tax-withholding entries in the Form 4 filing.

Why were some AAOI shares withheld in the insider’s Form 4?

The Form 4 shows 27,297 shares were withheld to satisfy tax obligations. Footnotes state these shares were used to cover applicable tax withholding requirements associated with the performance-based stock units that had just been earned and settled.