Applied Optoelectronics (NASDAQ: AAOI) CEO shifts shares to family LLC and trust
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
APPLIED OPTOELECTRONICS, INC. President and CEO Thompson Lin reported a restructuring of how he holds his AAOI shares, along with estate-planning transfers involving a family LLC and trust.
He contributed 807,602 directly owned shares of common stock to Lin Family Investment Holdings LLC. According to the disclosure, this was a change in the form of ownership under Rule 16a-13 and did not change his economic interest, as he remains sole manager of the LLC with sole voting and dispositive power over the LLC’s 807,602 shares.
The filing also shows a bona fide gift of LLC membership interests representing 85,790.27 shares, valued at $15 million based on a per share price of $174.845, to an irrevocable family trust for the benefit of his heirs. In a related transaction, a further portion of the LLC membership interest, representing 721,811.73 shares, was transferred to the same family trust in exchange for a promissory note with a principal amount of $126,205,171.69, using the same $174.845 per share valuation. The trust’s shares are for the benefit of his heirs, and Lin disclaims beneficial ownership except to the extent of his voting power in the LLC-managed shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
171,580.54 shares gifted
Mixed
6 txns
Insider
Lin Chih-Hsiang (Thompson)
Role
President and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Common Stock, $.001 par value | 85,790.27 | $0.00 | -- |
| Gift | Common Stock, $.001 par value | 85,790.27 | $0.00 | -- |
| Other | Common Stock, $.001 par value | 721,811.73 | $0.00 | -- |
| Other | Common Stock, $.001 par value | 721,811.73 | $0.00 | -- |
| holding | Common Stock, $.001 par value | -- | -- | -- |
| holding | Common Stock, $.001 par value | -- | -- | -- |
Holdings After Transaction:
Common Stock, $.001 par value — 807,602 shares (Indirect, By Lin Family Investment Holdings LLC);
Common Stock, $.001 par value — 1,448,091 shares (Direct, null)
Footnotes (1)
- On May 26, 2026, the reporting person contributed 807,602 directly owned shares of Applied Optoelectronics, Inc. (the "Company")'s common stock to Lin Family Investment Holdings LLC, a Delaware limited liability company (the "LLC"). The reporting person serves as the sole member and the sole manager of the LLC and owned all of the outstanding LLC membership interests directly. In his capacity as the manager of the LLC, he has the sole power to vote and direct the disposition of the shares. Such contribution was exempt from reporting by virtue of Rule 16a-13 because it merely changed the form of beneficial ownership from direct to indirect without affecting the reporting person's pecuniary interest in the shares. The reported transaction reflects the gift of a portion of the reporting person's membership interest in the LLC, valued at $15 million, as determined by utilizing the average of the high and low per share trading price on the date of the gift (the per share price on the date of the gift, May 28, 2026, was $174.845 and the number of shares was 85,790.27), from the reporting person into an irrevocable trust for the benefit of the reporting person's heirs for estate planning purposes. The LLC continues to hold the 807,602 shares of the Company's common stock, and continues to be managed by the reporting person as the sole manager. This transaction was a bona fide gift to The Thompson Lin Family Trust (the "Family Trust"), and therefore no consideration was paid for the shares. The reporting person disclaims beneficial ownership of these securities except to the extent of his voting power therein. The reported transaction reflects the transfer of a certain portion of the reporting person's membership interest in the LLC from the reporting person to the Family Trust, in exchange for a promissory note in the principal amount of $126,205,171.69, representing the fair market value of the shares (represented by the portion of the LLC membership interest) as determined by utilizing the average of the high and low per share trading price on the date of the sale. The per share price on the date of the sale, May 28, 2026, was $174.845 and the number of shares sold was 721,811.73. The LLC continues to hold the 807,602 shares of the Company's common stock, and continues to be managed by the reporting person as the sole manager. The reporting person disclaims beneficial ownership of these securities except to the extent of his voting power therein. The securities indirectly held in the Family Trust through the ownership of interests in the LLC are for the benefit of the reporting person's heirs. The reporting person is the settlor of the irrevocable Family Trust, where The Bryn Mawr Trust Company of Delaware serves as trustee which may be replaced at the discretion of the reporting person. The reporting person disclaims beneficial ownership of these securities except to the extent of his voting power therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Key Figures
Shares contributed to LLC: 807,602 shares
Gifted shares equivalent: 85,790.27 shares
Gift value: $15,000,000
+5 more
8 metrics
Shares contributed to LLC
807,602 shares
Directly owned AAOI shares contributed to Lin Family Investment Holdings LLC on May 26, 2026
Gifted shares equivalent
85,790.27 shares
LLC membership interest gifted to family trust, valued using $174.845 per share
Gift value
$15,000,000
Value of bona fide gift of LLC membership interest to Family Trust
Promissory note amount
$126,205,171.69
Principal for transfer of LLC membership interest representing 721,811.73 shares
Shares in note-funded transfer
721,811.73 shares
Portion of LLC membership interest valued using $174.845 per share
Reference share price
$174.845 per share
Average of high and low trading price on May 28, 2026 used for valuations
Direct holdings after transaction
1,448,091 shares
Common stock directly owned following reported transactions
Indirect holdings via LLC
807,602 shares
AAOI shares held by Lin Family Investment Holdings LLC, managed solely by reporting person
Key Terms
Rule 16a-13, bona fide gift, irrevocable Family Trust, pecuniary interest, +1 more
5 terms
Rule 16a-13 regulatory
"Such contribution was exempt from reporting by virtue of Rule 16a-13 because it merely changed the form of beneficial ownership"
bona fide gift financial
"This transaction was a bona fide gift to The Thompson Lin Family Trust"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
irrevocable Family Trust financial
"an irrevocable trust for the benefit of the reporting person's heirs for estate planning purposes"
pecuniary interest financial
"without affecting the reporting person's pecuniary interest in the shares"
fair market value financial
"representing the fair market value of the shares ... as determined by utilizing the average of the high and low per share trading price"
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.
FAQ
What insider transactions did AAOI CEO Thompson Lin report in this Form 4?
He reported restructuring his holdings and estate-planning transfers involving a family LLC and trust. This included moving 807,602 directly owned shares into Lin Family Investment Holdings LLC and then transferring portions of that LLC interest to an irrevocable family trust.
Did the AAOI CEO make any open-market purchases or sales in this filing?
No open-market purchases or sales were reported. The Form 4 describes internal transfers: a contribution of 807,602 directly owned shares into a family LLC and subsequent transfers of LLC membership interests to a family trust, including a bona fide gift and a note-funded transfer.