Form 8-K

8-K — APPLIED OPTOELECTRONICS, INC.

Accession: 0001683168-26-006055

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001158114

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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2026-08-06

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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):

August 6, 2026

Applied Optoelectronics, Inc.

(Exact name of registrant as specified

in its charter)

Delaware

001-36083

76-0533927

(State or other jurisdiction 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)

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 August 6,

2026 Applied Optoelectronics, Inc. (the “Company”) issued a press release regarding the Company’s financial results

for the second quarter ended June 30, 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 August 6, 2026, issued by Applied Optoelectronics, Inc., filed herewith.

104

Cover Page Interactive Data File (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.

Date: August 6, 2026

Applied Optoelectronics, Inc.

By:

/s/ Stefan

J. Murry

Stefan J. Murry

Chief Financial Officer

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: aaoi_ex9901.htm · Sequence: 2

Exhibit 99.1

Applied Optoelectronics

Reports Second Quarter 2026 Results

Sugar Land, Texas, August 6, 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 second quarter ended June 30, 2026.

“Q2 was a pivotal quarter for AOI. We delivered record revenue

for our fifth consecutive quarter and achieved an important milestone as we returned to non-GAAP profitability in the quarter. Further,

we saw a strong volume ramp of our 800G products, which more than doubled sequentially,” said Dr. Thompson Lin, AOI’s Founder,

President and Chief Executive Officer. “Strong demand for high-speed optics alongside high-volume adoption of our 1.8 GHz CATV products

generated powerful results during the quarter. We continue to see robust customer engagement around our 800G transceivers and 1.6 Tb products,

and we forecast that demand will continue to outpace our production capacity through mid-2027. We continue to believe the fundamental

drivers of long-term demand for our business remain robust and we are uniquely positioned as a key supplier to the AI, cloud infrastructure,

and CATV markets.”

“We’re pleased to deliver second quarter results that were

in line with or better than our expectations,” said Dr. Stefan Murry, AOI’s Chief Financial Officer and Chief Strategy Officer.

“During Q2, we continued to make solid progress on our production capacity ramp, particularly for our 800G and 1.6Tb products. We

have a total manufacturing capacity approaching 200,000 units per month and continue to expect by the end of this year that we will be

capable of producing around 650,000 pieces of 800G and 1.6 Tb products per month. We’re working hard to expand our capacity, and

we continue to anticipate steady sequential revenue growth this year.”

Second Quarter 2026 Financial Summary

· GAAP revenue was $191.9 million, compared with $103.0 million in the second

quarter of 2025 and $151.1 million in the first quarter of 2026.

· GAAP gross margin was 27.7%, compared with 30.3% in the second quarter of

2025 and 29.1% in the first quarter of 2026. Non-GAAP gross margin was 29.8%, compared with 30.4% in the second quarter of 2025 and 29.2%

in the first quarter of 2026.

· GAAP net loss was $22.8 million, or $0.28 per basic share, compared with

net loss of $9.1 million, or $0.16 per basic share in the second quarter of 2025, and a net loss of $14.3 million, or $0.19 per basic

share in the first quarter of 2026.

· Non-GAAP net income was $5.5 million, or $0.06 per diluted share, compared

with non-GAAP net loss of $8.8 million, or $0.16 per basic share in the second quarter of 2025, and a non-GAAP net loss of $4.9 million,

or $0.07 per basic share in the first quarter of 2026.

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.

Third Quarter 2026 Business Outlook (+)

For third quarter of 2026, the company currently expects:

· Revenue in the range of $255 million to $290 million.

· Non-GAAP gross margin in the range of 29% to 30.5%.

· Non-GAAP net income in the range of $10.1 million to $24.0 million, and non-GAAP

income per share in the range of $0.11 to $0.26 using approximately 92.8 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, August 6, 2026 to discuss its second quarter 2026 financial results and outlook for its third 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 6704856.

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 third quarter of 2026, the remainder of the year, and the first

half of 2027. 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 June 30, 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 (loss) per share, and non-GAAP Adjusted EBITDA 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, and non-GAAP tax benefit (expenses) from our GAAP net income (loss).

Included in our non-recurring expenses in Q2 2026 and Q2 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 non-GAAP 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 income (loss). Our non-GAAP diluted net earnings (loss) per share is calculated by dividing our non-GAAP net gain (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 Q2 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 Q2 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 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)

June 30, 2026

December 31, 2025

ASSETS

CURRENT ASSETS

Cash, Cash Equivalents and Restricted Cash

$ 508,758

$ 216,035

Accounts Receivable, Net

314,009

244,404

Inventories

278,791

183,105

Prepaid Expenses and Other Current Assets

88,316

32,183

Total Current Assets

1,189,874

675,727

Property, Plant And Equipment, Net

697,086

376,050

Land Use Rights, Net

4,917

4,825

Operating Right of Use Asset

75,168

49,697

Intangible Assets, Net

3,633

3,623

Other Assets

330,514

58,501

TOTAL ASSETS

$ 2,301,192

$ 1,168,423

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts Payable

$ 286,088

$ 143,932

Bank Acceptance Payable

33,940

33,363

Accrued Expenses

46,939

42,491

Current Lease Liability-Operating

4,223

3,522

Current Portion of Notes Payable and Long Term Debt

57,258

33,975

Total Current Liabilities

428,448

257,283

Convertible Senior Notes

129,142

129,829

Other Long-Term Liabilities

75,577

47,393

TOTAL LIABILITIES

633,167

434,505

STOCKHOLDERS' EQUITY

Common Stock

Additional Paid-in Capital

2,192,682

1,224,538

Cumulative Translation Adjustment

2,399

(617 )

Retained Earnings

(527,140 )

(490,078 )

TOTAL STOCKHOLDERS' EQUITY

1,668,025

733,918

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 2,301,192

$ 1,168,423

Applied Optoelectronics, Inc.

Preliminary Condensed Consolidated Statements of Operations

(In thousands)

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenue

CATV

$ 80,578

$ 56,019

$ 147,419

$ 120,520

Datacenter

107,662

44,791

189,066

76,841

Telecom

3,411

1,940

5,971

4,876

Other

271

202

610

574

Total Revenue

191,922

102,952

343,066

202,811

Total Cost of Goods Sold

138,715

71,790

245,943

141,105

Total Gross Profit

53,207

31,162

97,123

61,706

Operating Expenses:

Research and Development

34,871

20,612

60,527

38,422

Sales and Marketing

11,490

8,135

17,837

13,492

General and Administrative

31,573

18,391

56,477

34,706

Total Operating Expenses

77,934

47,138

134,841

86,620

Operating Loss

(24,727 )

(15,976 )

(37,718 )

(24,914 )

Other Income (Expense):

Interest Income

3,248

286

4,985

511

Interest Expense

(927 )

(818 )

(1,790 )

(1,752 )

Other Income (Expense), net

914

7,410

(201 )

7,885

Total Other Income (Expense):

3,235

6,878

2,994

6,644

Net loss before Income Taxes

(21,492 )

(9,098 )

(34,724 )

(18,270 )

Income Tax Expense

(1,289 )

–

(2,338 )

–

Net loss

$ (22,781 )

$ (9,098 )

$ (37,062 )

$ (18,270 )

Net loss per share attributable to common stockholders

basic

$ (0.28 )

$ (0.16 )

$ (0.47 )

$ (0.34 )

diluted

$ (0.28 )

$ (0.16 )

$ (0.47 )

$ (0.34 )

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

basic

81,568

56,772

78,789

53,426

diluted

81,568

56,772

78,789

53,426

Applied Optoelectronics, Inc.

Reconciliation of Statements of Operations under GAAP and Non-GAAP

(In thousands)

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

GAAP total gross profit (a)

$ 53,207

$ 31,162

$ 97,123

$ 61,706

Share-based compensation expense

170

326

177

Non-recurring expense

282

298

Expenses associated with discontinued products

3,594

–

3,594

–

Non-GAAP total gross profit (a)

$ 57,253

$ 31,297

$ 101,341

$ 61,924

GAAP net loss

$ (22,781 )

$ (9,098 )

$ (37,062 )

$ (18,270 )

Share-based compensation expense

4,863

3,164

9,254

5,726

Expenses associated with discontinued products

3,594

–

3,594

–

Non-cash expenses associated with discontinued products

1,102

1,073

2,017

2,118

Amortization of intangible assets

123

110

244

218

Non-recurring (income) expense

4,744

862

5,021

1,255

Unrealized exchange loss (gain)

(432 )

(5,278 )

745

(5,061 )

Tax (benefit) expense related to the above

14,262

337

16,722

4,325

Non-GAAP net Gain (loss)

$ 5,475

$ (8,830 )

$ 535

$ (9,689 )

GAAP net loss

$ (22,781 )

$ (9,098 )

$ (37,062 )

$ (18,270 )

Share-based compensation expense

4,863

3,164

9,254

5,726

Expenses associated with discontinued products

3,594

–

3,594

–

Non-cash expenses associated with discontinued products

1,102

1,073

2,017

2,118

Amortization of intangible assets

123

110

244

218

Non-recurring expense (income)

4,744

862

5,021

1,255

Unrealized exchange loss (gain)

(432 )

(5,278 )

745

(5,061 )

Depreciation expense

9,276

5,217

17,467

9,790

Interest (income) expense, net

(2,321 )

532

(3,195 )

1,241

Income tax expenses (credit)

1,289

–

2,338

–

Adjusted EBITDA

$ (543 )

$ (3,418 )

$ 423

$ (2,983 )

GAAP diluted net loss per share

$ (0.28 )

$ (0.16 )

$ (0.47 )

$ (0.34 )

Share-based compensation expense

0.06

0.11

Expenses associated with discontinued products

0.04

–

0.04

–

Non-cash expenses associated with discontinued products

0.01

0.02

0.04

Non-recurring (income) expense

0.05

0.01

0.06

0.02

Unrealized exchange loss (gain)

–

(0.10 )

0.01

(0.09 )

Non-GAAP tax benefit

0.18

0.01

0.24

0.08

Non-GAAP diluted net earnings (loss) per share

$ 0.06

$ (0.16 )

$ 0.01

$ (0.18 )

Shares used to compute diluted loss per share

81,568

56,772

78,789

53,426

Shares used to compute diluted earnings per share

88,152

62,037

85,373

58,690

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

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-Subsection b-2

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dei_EntityCentralIndexKey

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- 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

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- 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

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- Definition

Title of a 12(b) registered security.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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- 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

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

+ Details

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- 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

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