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AAOI (NASDAQ: AAOI) CEO receives big stock award, then sells shares

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

Rhea-AI Filing Summary

APPLIED OPTOELECTRONICS, INC. President and CEO Lin Chih-Hsiang (Thompson) reported several equity transactions. On May 15, 2026, he acquired 711,743 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, the company withheld 86,655 shares to cover tax obligations related to this award, and he sold 58,000 shares in an open-market transaction at $173.26 per share. After these transactions, he directly held 2,255,693 shares of common stock.

Positive

  • None.

Negative

  • None.
Insider Lin Chih-Hsiang (Thompson)
Role President and CEO
Sold 58,000 shs ($10.05M)
Type Security Shares Price Value
Tax Withholding Common Stock, $.001 par value 86,655 $190.36 $16.50M
Sale Common Stock, $.001 par value 58,000 $173.26 $10.05M
Grant/Award Common Stock, $.001 par value 711,743 $0.00 --
Holdings After Transaction: Common Stock, $.001 par value — 2,313,693 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.
Performance RSU shares granted 711,743 shares Grant on May 15, 2026 from 2023–2026 performance RSUs
Grant price $0.00 per share Reported price for RSU share delivery
Tax-withholding shares 86,655 shares Withheld on May 19, 2026 to satisfy tax obligations
Shares sold 58,000 shares Open-market sale on May 19, 2026
Sale price $173.26 per share Price for open-market sale of 58,000 shares
Shares after final transaction 2,255,693 shares Direct holdings following 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..."
tax-withholding disposition financial
"transaction_action: tax-withholding disposition; transaction_code_description: Payment of exercise price or tax liability by delivering securities"
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.
open-market sale financial
"transaction_action: open-market sale; transaction_code_description: Sale in open market or private transaction"
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.
grant, award, or other acquisition financial
"transaction_code_description: Grant, award, or other acquisition"
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*
Lin Chih-Hsiang (Thompson)
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
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 value05/15/2026A711,743(1)A$0.002,400,348D
Common Stock, $.001 par value05/19/2026F86,655(2)D$190.362,313,693D
Common Stock, $.001 par value05/19/2026S58,000D$173.262,255,693D
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.
/s/ David C. Kuo, attorney in fact for Chih-Hsiang (Thompson) Lin05/19/2026
** 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 CEO Thompson Lin report?

AAOI CEO Thompson Lin reported a large stock grant, tax withholding, and an open-market sale. He received 711,743 shares from performance RSUs, had 86,655 shares withheld for taxes, and sold 58,000 shares at $173.26 each.

How many AAOI shares did the CEO sell in the latest Form 4?

The AAOI CEO sold 58,000 shares of common stock. The transaction was an open-market sale at a price of $173.26 per share, reported as a non-derivative disposition coded as an “S” transaction.

What stock award did AAOI CEO Thompson Lin receive?

He received 711,743 shares of AAOI common stock as a grant. The award settled performance-vesting restricted stock units for the 2023–2026 performance period that were earned and settled at maximum performance, with a reported price of $0.00 per share.

Why were 86,655 AAOI shares withheld from the CEO?

86,655 AAOI shares were withheld to satisfy applicable tax withholding obligations. The Form 4 classifies this as a tax-withholding disposition (code F), meaning shares were delivered to cover tax liabilities rather than sold in the open market.

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

Following the reported transactions, the AAOI CEO directly holds 2,255,693 shares. This figure reflects the performance-based grant, the tax-withholding share reduction, and the open-market sale of 58,000 shares of common stock.

What is the nature of the AAOI CEO’s performance RSU award?

The award reflects performance-vesting restricted stock units for the 2023–2026 period. According to the footnote, the units were earned and settled with respect to maximum performance, resulting in 711,743 shares of common stock delivered to the CEO.