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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): February 26, 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 ¨

 

If 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 On February 26, 2026 Applied Optoelectronics, Inc. (the “Company”) issued a press release regarding the Company’s financial results for the fourth quarter ended December 31, 2025. A copy of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K.

 

 

 

 

     

 

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

 

 

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 No.   Description
99.1  

Press release dated February 26, 2026, issued by Applied Optoelectronics, Inc., filed herewith.

104   Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

 

 

 

 

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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: February 26, 2026

 

 

 

 

 

 

 

 

 

 

 

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EX-99.1 2 aaoi_ex9901.htm PRESS RELEASE

Exhibit 99.1

 

 

Applied Optoelectronics Reports Fourth Quarter and Full Year 2025 Results

 

Sugar Land, Texas, February 26, 2026 – Applied Optoelectronics, Inc. (NASDAQ: AAOI) (“AOI”), a leading provider of advanced optical and HFC networking products that power the internet, today announced financial results for its fourth quarter and full year ended December 31, 2025.

 

“We are pleased to deliver record fourth quarter results that were in line with or better than our expectations, and which capped off the strongest year in our company’s history,” said Dr. Thompson Lin, AOI’s Founder, President and Chief Executive Officer. “Our results were driven by broad-based demand in both our CATV and datacenter businesses. We have considerable momentum entering 2026, and we believe we are well positioned to accelerate our growth this year.”

 

“We generated significant revenue growth while expanding our gross margins this year,” said Dr. Stefan Murry, AOI’s Chief Financial Officer and Chief Strategy Officer. “We made tangible progress during the quarter on expanding our manufacturing capacity, which is a critical step as we prepare for higher-volume production of our next generation datacenter products. We believe we are well positioned for sustained growth and the capital investments underway are expected to fundamentally strengthen the company as we execute on the strong demand we see.”

 

Fourth Quarter 2025 Financial Summary

 

· GAAP revenue was $134.3 million, compared with $100.3 million in the fourth quarter of 2024 and $118.6 million in the third quarter of 2025.
· GAAP gross margin was 31.2%, compared with 28.7% in the fourth quarter of 2024 and 28.0% in the third quarter of 2025. Non-GAAP gross margin was 31.4%, compared with 28.9% in the fourth quarter of 2024 and 31.0% in the third quarter of 2025.
· GAAP net loss was $2.0 million, or $0.03 per basic share, compared with net loss of $119.7 million, or $2.60 per basic share in the fourth quarter of 2024, and a net loss of $17.9 million, or $0.28 per basic share in the third quarter of 2025.
· Non-GAAP net loss was $0.6 million, or $0.01 per basic share, compared with non-GAAP net loss of $1.0 million, or $0.02 per basic share in the fourth quarter of 2024, and a non-GAAP net loss of $5.4 million, or $0.09 per basic share in the third quarter of 2025.

 

Full Year 2025 Financial Summary

 

· GAAP revenue was $455.7 million, compared with $249.4 million in 2024.
· GAAP gross margin was 30.0%, compared with 24.8% in 2024. Non-GAAP gross margin was 30.9% compared to 25.1% in 2024.
· GAAP net loss was $38.2 million, or $0.64 per basic share, compared with net loss of $186.7 million, or $4.50 per basic share in 2024.
· Non-GAAP net loss was $15.7 million, or $0.26 per basic share, compared with non-GAAP net loss of $32.7 million, or $0.79 per basic share in 2024.

 

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.

 

 

 

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First Quarter 2026 Business Outlook (+)

 

For first quarter of 2026, the company currently expects:

 

· Revenue in the range of $150 million to $165 million.
· Non-GAAP gross margin in the range of 29% to 31%.
· Non-GAAP net income in the range of a loss of $7.0 million to a loss of $0.3 million, and non-GAAP income per share in the range of a loss of $0.09 to breakeven using approximately 76.4 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, February 26, 2026 to discuss its fourth quarter and full year 2025 financial results and outlook for its first 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 9932656.

 

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 first 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. 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.

 

 

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Non-GAAP Financial Measures

 

We provide non-GAAP gross margin, non-GAAP net income (loss), 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 Q4 2025 and Q4 2024 are employee severance expenses (if any), legal expenses associated with litigation and certain legal and advisory expenses associated with purchase termination or patent protection (if any). Also included in our non-recurring expenses in Q4 2024, but not in Q4 2025, is management's estimate on the loss of aged account receivables and certain non-recurring expenses related to extreme weather events. 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 loss. Our non-GAAP diluted net earnings (loss0 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 Q4 2025 and FY 2025 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 Q4 2024 and FY 2024.

 

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.

 

 

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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

 

 

 

 

 

 

 

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Applied Optoelectronics, Inc.

Preliminary Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

 

    December 31,
2025
    December 31,
2024
 
ASSETS                
CURRENT ASSETS                
Cash, Cash Equivalents and Restricted Cash   $ 216,035     $ 79,133  
Accounts Receivable, Net     244,404       116,801  
Inventories     183,105       88,135  
Prepaid Expenses and Other Current Assets     32,183       17,199  
Total Current Assets     675,727       301,268  
                 
Property, Plant And Equipment, Net     376,050       219,235  
Land Use Rights, Net     4,825       4,837  
Operating Right of Use Asset     49,697       9,646  
Intangible Assets, Net     3,623       3,680  
Other Assets     58,501       8,366  
TOTAL ASSETS   $ 1,168,423     $ 547,032  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY                
CURRENT LIABILITIES                
Accounts Payable   $ 143,932     $ 104,969  
Bank Acceptance Payable     33,363       19,259  
Accrued Expenses     42,491       22,091  
Current Lease Liability-Operating     3,522       1,380  
Current Portion of Notes Payable and Long Term Debt     33,975       22,370  
Total Current Liabilities     257,283       170,069  
Convertible Senior Notes     129,829       134,497  
Other Long-Term Liabilities     47,393       13,354  
TOTAL LIABILITIES     434,505       317,920  
                 
STOCKHOLDERS' EQUITY                
Common Stock     75       49  
Additional Paid-in Capital     1,224,538       683,462  
Cumulative Translation Adjustment     (616 )     (2,548 )
Retained Earnings     (490,079 )     (451,851 )
TOTAL STOCKHOLDERS' EQUITY     733,918       229,112  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 1,168,423     $ 547,032  

 

 

 

 

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Applied Optoelectronics, Inc.

Preliminary Condensed Consolidated Statements of Operations

(In thousands)

(Unaudited)

 

    Three Months Ended
December 31,
    Twelve Months Ended
December 31,
 
Revenue   2025     2024     2025     2024  
CATV   $ 54,002     $ 52,212     $ 245,124     $ 87,713  
Datacenter     74,876       44,242       195,651       148,525  
Telecom     5,111       3,535       13,729       10,980  
Other     285       282       1,211       2,147  
Total Revenue     134,274       100,271       455,715       249,365  
                                 
Total Cost of Goods Sold     92,329       71,542       318,802       187,565  
                                 
Total Gross Profit     41,945       28,729       136,913       61,800  
                                 
Operating Expenses:                                
Research and Development     25,820       16,737       85,507       54,955  
Sales and Marketing     6,904       3,652       30,267       18,154  
General and Administrative     20,722       14,813       75,741       59,599  
Total Operating Expenses     53,446       35,202       191,515       132,708  
                                 
Operating Loss     (11,501 )     (6,473 )     (54,602 )     (70,908 )
                                 
Other Income (Expense):                                
Interest Income     830       365       1,792       874  
Interest Expense     (843 )     (1,754 )     (3,497 )     (6,826 )
Other Income (Expense), net     1,016       (111,828 )     9,603       (109,871 )
Total Other Income (Expense):     1,003       (113,217 )     7,898       (115,823 )
                                 
Net loss before Income Taxes     (10,498 )     (119,690 )     (46,704 )     (186,731 )
Income Tax Expense     8,476       (2 )     8,476       (2 )
Net loss   $ (2,022 )   $ (119,692 )   $ (38,228 )   $ (186,733 )
                                 
Net loss per share attributable to common stockholders                                
basic   $ (0.03 )   $ (2.60 )   $ (0.64 )   $ (4.50 )
diluted   $ (0.03 )   $ (2.60 )   $ (0.64 )   $ (4.50 )
                                 
Weighted-average shares used to compute net loss per share attributable to common stockholders                                
basic     70,336       46,057       60,184       41,539  
diluted     70,336       46,057       60,184       41,539  

 

 

 

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Applied Optoelectronics, Inc.

Reconciliation of Statements of Operations under GAAP and Non-GAAP

(In thousands)

(Unaudited)

 

    Three Months Ended December 31,     Twelve Months Ended December 31,  
    2025     2024     2025     2024  
GAAP total gross profit (a)   $ 41,945     $ 28,729     $ 136,913     $ 61,800  
Share-based compensation expense     97       118       361       474  
Non-recurring expense     25       15       74       81  
Expenses associated with discontinued products     129       99       3,501       300  
Non-GAAP total gross profit (a)   $ 42,196     $ 28,961     $ 140,849     $ 62,655  
                                 
GAAP net loss   $ (2,022 )   $ (119,692 )   $ (38,228 )   $ (186,733 )
Share-based compensation expense     2,868       2,949       11,710       14,790  
Expenses associated with discontinued products     129       98       3,501       300  
Non-cash expenses associated with discontinued products     1,043       1,039       4,268       4,201  
Amortization of intangible assets     117       106       447       438  
Non-recurring (income) expense     282       111,725       1,622       114,232  
Unrealized exchange loss (gain)     (282 )     576       208       591  
Tax (benefit) expense related to the above     (2,770 )     2,152       749       19,464  
Non-GAAP net loss   $ (635 )   $ (1,047 )   $ (15,723 )   $ (32,717 )
                                 
GAAP net loss   $ (2,022 )   $ (119,692 )   $ (38,228 )   $ (186,733 )
Share-based compensation expense     2,868       2,949       11,710       14,790  
Expenses associated with discontinued products     129       98       3,501       300  
Non-cash expenses associated with discontinued products     1,043       1,039       4,268       4,201  
Amortization of intangible assets     117       106       447       438  
Non-recurring expense (income)     282       111,725       1,622       114,232  
Unrealized exchange loss (gain)     (282 )     576       208       591  
Depreciation expense     7,045       4,213       22,982       16,012  
Interest (income) expense, net     13       1,390       1,705       5,953  
Income tax expenses (credit)     (8,477 )           (8,477 )      
Adjusted EBITDA   $ 716     $ 2,404     $ (262 )   $ (30,216 )
                                 
GAAP diluted net loss per share   $ (0.03 )   $ (2.60 )   $ (0.64 )   $ (4.50 )
Share-based compensation expense     0.04       0.06       0.20       0.36  
Expenses associated with discontinued products                 0.06       0.01  
Non-cash expenses associated with discontinued products     0.01       0.02       0.07       0.10  
Amortization of intangible assets           0.00       0.01       0.01  
Non-recurring (income) expense     0.01       2.43       0.03       2.75  
Unrealized exchange loss (gain)           0.01             0.01  
Non-GAAP tax benefit     (0.04 )     0.06       0.01       0.47  
Non-GAAP diluted net loss per share   $ (0.01 )   $ (0.02 )   $ (0.26 )   $ (0.79 )
                                 
Shares used to compute diluted loss per share     70,336       46,057       60,184       41,539  
Shares used to compute diluted earnings per share     70,336       46,057       60,184       41,539  

 

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

 

 

 

 

 

 

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