Form 8-K

8-K — APPLIED OPTOELECTRONICS, INC.

Accession: 0001683168-26-003562

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001158114

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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):

May 7, 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

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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On May 07, 2026

Applied Optoelectronics, Inc. (the “Company”) issued a press release regarding the Company’s financial results for the

first quarter ended March 31, 2026. A copy of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K.

The information

furnished in this Current Report under this Item 2.02 and the exhibits attached hereto shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any

filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference

in such a filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number Description

99.1 Press release dated May 07 2026, issued by Applied Optoelectronics, Inc., filed herewith.

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.

By:

/s/ Stefan J. Murry

Stefan J. Murry

Chief Financial Officer

Date: May 7, 2026

EX-99.1 — PRESS RELEASE DATED MAY 7, 2026

EX-99.1

Filename: aaoi_ex9901.htm · Sequence: 2

Exhibit 99.1

Applied Optoelectronics

Reports First Quarter 2026 Results

Sugar Land, Texas, May 7, 2026 – Applied Optoelectronics,

Inc. (NASDAQ: AAOI) (“AOI”), a leading provider of advanced optical and HFC networking products that power AI, today announced

financial results for its first quarter ended March 31, 2026.

“We are pleased to deliver first quarter results that were in

line with our expectations, driven by broad based demand in both our datacenter and CATV businesses,” said Dr. Thompson Lin, AOI’s

Founder, President and Chief Executive Officer. “We continue to see strong customer engagement around our 800G transceivers and

1.6 Tb products, particularly as AI-driven datacenter investments accelerate. Notably, we completed our first volume shipment of our 800G

products to one of our large hyperscale customers in Q1. Looking ahead, we continue to anticipate a strong volume ramp of our 800G products

starting in Q2 and we anticipate sequential revenue growth throughout this year, with significantly larger growth expected starting in

Q3 as additional capacity comes online. The fundamental drivers of long-term demand for our business remain robust and we believe we are

well positioned to become the premier high-volume U.S. producer of AI-focused data center transceivers and optics.”

“We generated our fourth consecutive quarter of record revenue

in Q1,” said Dr. Stefan Murry, AOI’s Chief Financial Officer and Chief Strategy Officer. “We continued to make progress

on increasing our production capacity in both our U.S. and Taiwan locations, exiting Q1 with total manufacturing capacity of nearly 100,000

units of 800G transceivers per month. Further, we have recently nearly doubled our Houston-area footprint through a combination of real

estate acquisitions and leases to increase our capacity and support our future growth. Our focus remains on ramping our capacity thoughtfully

to meet the unprecedented demand and are confident in our ability to execute on our ambitious growth plans, while ensuring reliability,

quality, and a dedication to excellence.”

First Quarter 2026 Financial Summary

· GAAP revenue was $151.1 million, compared with $99.9 million in the first

quarter of 2025 and $134.3 million in the fourth quarter of 2025.

· GAAP gross margin was 29.1%, compared with 30.6% in the first quarter of

2025 and 31.2% in the fourth quarter of 2025. Non-GAAP gross margin was 29.2%, compared with 30.7% in the first quarter of 2025 and 31.4%

in the fourth quarter of 2025.

· GAAP net loss was $14.3 million, or $0.19 per basic share, compared with

net loss of $9.2 million, or $0.18 per basic share in the first quarter of 2025, and a net loss of $2.0 million, or $0.03 per basic share

in the fourth quarter of 2025.

· Non-GAAP net loss was $4.9 million, or $0.07 per basic share, compared with

non-GAAP net loss of $0.9 million, or $0.02 per basic share in the first quarter of 2025, and a non-GAAP net loss of $0.6 million, or

$0.01 per basic share in the fourth quarter of 2025.

A reconciliation between all GAAP and non-GAAP information referenced

above is contained in the tables below. Please also refer to “Non-GAAP Financial Measures” below for a description of these

non-GAAP financial measures.

Second Quarter 2026 Business Outlook (+)

For second quarter of 2026, the company currently expects:

· Revenue in the range of $180 million to $198 million.

· Non-GAAP gross margin in the range of 29% to 30%.

· Non-GAAP net income in the range of a loss of $2.5 million to income of $2.8

million, and non-GAAP income per share in the range of a loss of $0.03 to earnings of $0.03 using approximately 80.7 million shares.

(+) Please refer to the note below on forward-looking

statements and the risks involved with such statements as well as the note on non-GAAP financial measures.

Conference Call Information

The company will host a conference call and webcast for analysts and

investors today, May 7, 2026 to discuss its first quarter 2026 financial results and outlook for its second quarter 2026 at 4:30 p.m.

Eastern time / 3:30 p.m. Central time. This call will be open to the public, and investors may access the call by dialing 844-890-1794

(domestic) or 412-717-9586 (international). A live audio webcast of the conference call along with supplemental financial information

will also be accessible on the company's website at investors.ao-inc.com.

Following the webcast, an archived version will be available on the website for one year. A telephonic replay of the call will be available

one hour after the call and will run for five business days and may be accessed by dialing 855-669-9658 (domestic) or 412-317-0088 (international)

and entering passcode 8426007.

Forward-Looking Information

This press release contains forward-looking statements within the meaning

of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such

as "believe," "may," "estimate," "continue," "anticipate," "intend," "should,"

"could," "would," "target," "seek," "aim," "predicts," "think,"

"objectives," "optimistic," "new," "goal," “priorities,” "strategy," "potential,"

"is likely," "will," "expect," “momentum,” "plan" "project," "permit,"

“positions” or by other similar expressions that convey uncertainty of future events or outcomes. These statements include

management’s beliefs and expectations related to our outlook for the second quarter of 2026. Such forward-looking statements reflect

the views of management at the time such statements are made. These forward-looking statements involve risks and uncertainties, as well

as assumptions and current expectations, which could cause the company's actual results to differ materially from those anticipated in

such forward-looking statements. These risks and uncertainties include but are not limited to: reduction in the size or quantity of customer

orders; change in demand for the company's products due to industry conditions; changes in manufacturing operations; volatility in manufacturing

costs; delays in shipments of products; disruptions in the supply chain; change in the rate of design wins or the rate of customer acceptance

of new products; the company's reliance on a small number of customers for a substantial portion of its revenues; potential pricing pressure;

a decline in demand for our customers' products or their rate of deployment of their products; general conditions in the internet datacenter,

cable television (CATV) broadband, telecom, or fiber-to-the-home (FTTH) markets; changes in the world economy (particularly in the United

States and China); changes in the regulation and taxation of international trade, including the imposition of tariffs; changes in currency

exchange rates; the negative effects of seasonality; and other risks and uncertainties described more fully in the company's documents

filed with or furnished to the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December

31, 2025 and our Quarterly report on Form 10-Q for the quarter ended March 31, 2026. More information about these and other risks that

may impact the company's business are set forth in the "Risk Factors" section of the company's quarterly and annual reports

on file with the Securities and Exchange Commission. You should not rely on forward-looking statements as predictions of future events.

All forward-looking statements in this press release are based upon information available to us as of the date hereof, and qualified in

their entirety by this cautionary statement. Except as required by law, we assume no obligation to update forward-looking statements for

any reason after the date of this press release to conform these statements to actual results or to changes in the company's expectations.

Non-GAAP Financial Measures

We provide non-GAAP gross margin, non-GAAP net income (loss), and non-GAAP

earnings per share to eliminate the impact of items that we do not consider indicative of our overall operating performance. To arrive

at our non-GAAP gross margin, we exclude stock-based compensation and related expenses, expenses associated with discontinued products,

and non-recurring (income) expenses, if any, from our GAAP gross margin. To arrive at our non-GAAP net income (loss), we exclude all amortization

of intangible assets, stock-based compensation expense, non-recurring expenses, unrealized foreign exchange loss (gain), losses from the

disposal of idle assets, if any, non-GAAP tax benefit (expenses), and losses from the disposal of idle assets, if any, from our GAAP net

income (loss). Included in our non-recurring expenses in Q1 2026 and Q1 2025 are employee severance expenses (if any) and legal expenses

associated with litigation and certain legal and advisory expenses associated with purchase termination or patent protection. In computing

our non-GAAP income tax benefit (expense), we have applied an estimate of our annual effective income tax rate and applied it to our net

income before income taxes. Our adjusted EBITDA is calculated by excluding depreciation expense, non-GAAP tax benefit (expense), and interest

(income) expense, as well as the items excluded from non-GAAP net income (loss), from our GAAP net loss. Our non-GAAP diluted net loss

per share is calculated by dividing our non-GAAP net loss by the fully diluted share count (for periods in which non-GAAP net income is

positive) or basic share count (for periods in which our non-GAAP net income is negative).

We believe that our non-GAAP measures are useful to investors in evaluating

our operating performance for the following reasons:

We believe that elimination of items such as amortization of intangible

assets, stock-based compensation expense, non-recurring revenue and expenses, losses from the disposal of idle assets, unrealized foreign

exchange gain or loss, and depreciation on certain equipment undergoing reconfiguration is appropriate because treatment of these items

may vary for reasons unrelated to our overall operating performance;

We believe that elimination of expenses associated with discontinued

products, including depreciation and inventory obsolescence is appropriate because these expenses are not indicative of our ongoing operations;

We believe that estimating non-GAAP income taxes allows comparison

with prior periods and provides additional information regarding the generation of potential future deferred tax assets;

We believe that non-GAAP measures provide better comparability with

our past financial performance, period-to-period results and with our peer companies, many of which also use similar non-GAAP financial

measures; and

We anticipate that investors and securities analysts will utilize

non-GAAP measures as a supplement to GAAP measures to evaluate our overall operating performance.

A reconciliation of our GAAP net income (loss), GAAP total gross profit,

GAAP earnings (loss), and GAAP earnings (loss) per share for Q1 2026 to our non-GAAP net income (loss), non-GAAP total gross profit, Adjusted

EBITDA, and earnings (loss) per share, respectively, is provided below, together with corresponding reconciliations for Q1 2025.

Non-GAAP measures should not be considered as an alternative to gross

profit, net income (loss), earnings (loss) per share, or any other measure of financial performance calculated and presented in accordance

with GAAP. Our non-GAAP measures may not be comparable to similarly titled measures of other organizations because other organizations

may not calculate such other non-GAAP measures in the same manner. We have not reconciled the non-GAAP measures included in our guidance

to the appropriate GAAP financial measures because the GAAP measures are not readily determinable on a forward-looking basis. GAAP measures

that impact our non-GAAP financial measures may include stock-based compensation expense, non-recurring expenses, amortization of intangible

assets, unrealized exchange loss (gain), asset impairment charges, loss (gain) from disposal of idle assets, and changes in the fair value

of our convertible notes. These GAAP measures cannot be reasonably predicted and may directly impact our non-GAAP gross margin, our non-GAAP

net income and our non-GAAP fully-diluted earnings per share, although changes with respect to certain of these measures may offset other

changes. In addition, certain of these measures are out of our control. Accordingly, a reconciliation of the non-GAAP financial measure

guidance to the corresponding GAAP measures is not available without unreasonable effort.

About Applied Optoelectronics

Applied Optoelectronics,

Inc. (AOI) is a leading developer and manufacturer of advanced optical and Hybrid Fiber-Coax (HFC) networking products that are the building

blocks for AI datacenters, CATV and broadband fiber access networks around the world. AOI supplies this critical infrastructure to tier-one

customers across cloud computing, CATV broadband, telecom, and FTTH markets. The company has R&D facilities in Atlanta, GA, and engineering

and manufacturing facilities at its corporate headquarters in Sugar Land, TX, as well as in Taipei, Taiwan and Ningbo, China. For

additional information, visit www.ao-inc.com.

# # #

Investor Relations Contacts:

The Blueshirt Group, Investor Relations

Lindsay Savarese

+1-212-331-8417

ir@ao-inc.com

Applied Optoelectronics, Inc.

Preliminary Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

March 31, 2026

December 31, 2025

ASSETS

CURRENT ASSETS

Cash, Cash Equivalents and Restricted Cash

$ 449,377

$ 216,035

Accounts Receivable, Net

298,996

244,404

Inventories

206,246

183,105

Prepaid Expenses and Other Current Assets

37,958

32,183

Total Current Assets

992,577

675,727

Property, Plant And Equipment, Net

419,003

376,050

Land Use Rights, Net

4,871

4,825

Operating Right of Use Asset

71,949

49,697

Intangible Assets, Net

3,614

3,623

Other Assets

73,865

58,501

TOTAL ASSETS

$ 1,565,879

$ 1,168,423

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts Payable

$ 148,160

$ 143,932

Bank Acceptance Payable

35,766

33,363

Accrued Liabilities

31,345

42,491

Current Lease Liability-Operating

2,932

3,522

Current Portion of Notes Payable and Long Term Debt

41,225

33,975

Total Current Liabilities

259,428

257,283

Convertible Senior Notes

129,516

129,829

Other Long-Term Liabilities

70,983

47,393

TOTAL LIABILITIES

459,927

434,505

STOCKHOLDERS' EQUITY

Common Stock

Additional Paid-in Capital

1,610,439

1,224,538

Cumulative Translation Adjustment

(207 )

(617 )

Accumulated Deficit

(504,359 )

(490,078 )

TOTAL STOCKHOLDERS' EQUITY

1,105,952

733,918

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 1,565,879

$ 1,168,423

Applied Optoelectronics, Inc.

Preliminary Condensed Consolidated Statements of Operations

(In thousands)

(Unaudited)

Three Months Ended March 31,

2026

2025

Revenue

CATV

$ 66,841

$ 64,501

Datacenter

81,404

32,049

Telecom

2,559

2,937

Other

340

372

Total Revenue

151,144

99,859

Total Cost of Goods Sold

107,228

69,315

Total Gross Profit

43,916

30,544

Operating Expenses:

Research and Development

25,656

17,810

Sales and Marketing

6,347

5,357

General and Administrative

24,904

16,314

Total Operating Expenses

56,907

39,481

Operating Loss

(12,991 )

(8,937 )

Other Income (Expense):

Interest Income

1,737

224

Interest Expense

(863 )

(934 )

Other Income (Expense), net

(1,115 )

475

Total Other Income (Expense):

(241 )

(235 )

Net loss before Income Taxes

(13,232 )

(9,172 )

Income Tax Expense

(1,049 )

–

Net loss

$ (14,281 )

$ (9,172 )

Net loss per share attributable to common stockholders

basic

$ (0.19 )

$ (0.18 )

diluted

$ (0.19 )

$ (0.18 )

Weighted-average shares used to compute net loss per share attributable to common stockholders

basic

75,980

50,041

diluted

75,980

50,041

Applied Optoelectronics, Inc.

Reconciliation of Statements of Operations under GAAP and Non-GAAP

(In thousands)

(Unaudited)

Three Months Ended March 31,

2026

2025

GAAP total gross profit (a)

$ 43,916

$ 30,544

Share-based compensation expense

156

Non-recurring expense

–

Non-GAAP total gross profit (a)

$ 44,088

$ 30,627

GAAP net loss

$ (14,281 )

$ (9,172 )

Share-based compensation expense

4,391

2,562

Non-cash expenses associated with discontinued products

916

1,045

Amortization of intangible assets

121

108

Non-recurring (income) expense

276

393

Unrealized exchange loss (gain)

1,177

217

Tax (benefit) expense related to the above

2,459

3,988

Non-GAAP net loss

$ (4,941 )

$ (859 )

GAAP net loss

$ (14,281 )

$ (9,172 )

Share-based compensation expense

4,391

2,562

Non-cash expenses associated with discontinued products

916

1,045

Amortization of intangible assets

121

108

Non-recurring expense (income)

276

393

Unrealized exchange loss (gain)

1,177

217

Depreciation expense

8,191

4,573

Interest (income) expense, net

(874 )

709

Income tax expenses (credit)

1,049

Adjusted EBITDA

$ 966

$ 435

GAAP diluted net loss per share

$ (0.19 )

$ (0.18 )

Share-based compensation expense

0.06

0.05

Non-cash expenses associated with discontinued products

0.01

0.02

Amortization of intangible assets

–

Non-recurring (income) expense

–

0.01

Unrealized exchange loss (gain)

0.02

–

Non-GAAP tax benefit

0.03

0.08

Non-GAAP diluted net loss per share

$ (0.07 )

$ (0.02 )

Shares used to compute diluted loss per share

75,980

50,041

Shares used to compute diluted earnings per share

75,980

50,041

(a) Provided for the purpose of calculating gross profit as a percentage of revenue (gross margin).

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No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration