UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices and zip code)
(
(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 |
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
| ITEM 2.02. | RESULTS OF OPERATIONS AND FINANCIAL CONDITION. |
On November 5, 2026 Applied Optoelectronics, Inc. (the “Company”) issued a press release regarding the Company’s financial results for the third quarter ended September 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 No. | Description | |
| 99.1 |
Press release dated November 5, 2026, issued by Applied Optoelectronics, Inc., filed herewith. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
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: November 5, 2026 | APPLIED OPTOELECTRONICS, INC. | ||
| By: | /s/ Stefan J. Murry | ||
| Name | Stefan J. Murry | ||
| Title: | Chief Financial Officer |
||
| 3 |
Exhibit 99.1
Applied Optoelectronics Reports Third Quarter 2026 Results
Sugar Land, Texas, November 5, 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 third quarter ended September 30, 2026.
“We are pleased to have generated record revenue for our sixth consecutive quarter and to have returned to GAAP profitability in Q3,” said Dr. Thompson Lin, AOI’s Founder, President and Chief Executive Officer. “We have made meaningful progress in scaling our manufacturing capabilities, particularly for our 800G and 1.6T products, to address demand for AI-related optical technologies that we believe is accelerating. We have recently secured a multi-year strategic agreement with a Tier 1 hyperscale datacenter customer, which we think provides us with improved long-term visibility and reinforces our confidence in the opportunity ahead as demand for high-bandwidth, energy-efficient optical connectivity products continues to grow.”
“We delivered another solid quarter, including accelerating revenue growth and improving profitability, driven by robust demand and manufacturing expansion in both our datacenter and CATV businesses,” said Dr. Stefan Murry, AOI’s Chief Financial Officer and Chief Strategy Officer. “We currently have a total manufacturing equipment capacity approaching 330,000 units per month. We expect our 2027 capacity expansion plan in the US to take longer to complete due to longer than expected time to obtain necessary electrical power among other construction related issues. As we work through these construction issues, we now expect by the end of 2026 that we will have sufficient manufacturing equipment installed to produce over 500,000 pieces of 800G and 1.6 Tb products per month and we expect to grow our manufacturing capacity to over 1 million pieces of 800G and 1.6 Tb transceivers per month by the end of 2027. We remain focused on executing on our capacity expansion plans and believe we are well positioned to support the next phase of AI datacenter deployment.”
Third Quarter 2026 Financial Summary
| · | GAAP revenue was $269.9 million, compared with $118.6 million in the third quarter of 2025 and $191.9 million in the second quarter of 2026. |
| · | GAAP gross margin was 28.2%, compared with 28.0% in the third quarter of 2025 and 27.7% in the second quarter of 2026. Non-GAAP gross margin was 28.7%, compared with 31.0% in the third quarter of 2025 and 29.8% in the second quarter of 2026. |
| · | GAAP net income was $6.3 million, or $0.07 per basic share, compared with net loss of $17.9 million, or $0.28 per basic share in the third quarter of 2025, and a net loss of $22.8 million, or $0.28 per basic share in the second quarter of 2026. |
| · | Non-GAAP net income was $14.8 million, or $0.17 per diluted share, compared with non-GAAP net loss of $5.4 million, or $0.09 per basic share in the third quarter of 2025, and a non-GAAP net income of $5.5 million, or $0.06 per diluted share in the second 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.
| 1 |
Fourth Quarter 2026 Business Outlook (+)
For fourth quarter of 2026, the company currently expects:
| · | Revenue in the range of $385 million to $420 million. | |
| · | Non-GAAP gross margin in the range of 29.5% to 31%. | |
| · | Non-GAAP net income in the range of $45.9 million to $60.4 million, and non-GAAP income per share in the range of $0.48 to $0.63 using approximately 96 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, November 5, 2026 to discuss its third quarter 2026 financial results and outlook for its fourth 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 888-880-3330 (domestic) or 646-357-8766 (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 (800) 770-2030 (domestic) or (609) 800-9909 (international) and entering passcode 4754976 #.
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 fourth quarter of 2026 and the remainder of the year. 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 September 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.
| 2 |
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 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, expenses associated with discontinued products, non-cash expenses associated with discontinued products and non-recurring (income) expenses, unrealized foreign exchange loss (gain), and non-GAAP tax benefit (expenses) from our GAAP net income (loss). Included in our non-recurring expenses in Q3 2026 and Q3 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 Q3 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 Q3 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.
| 3 |
About Applied Optoelectronics
Applied Optoelectronics, Inc. (AOI) is a leading developer and manufacturer of advanced optical and HFC networking products that serve as the critical building blocks for AI datacenters, CATV and broadband fiber access networks worldwide. AOI supplies these critical infrastructure products to tier-one customers across cloud computing, CATV broadband, telecommunications, 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
| 4 |
Applied Optoelectronics, Inc.
Preliminary Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
| September 30, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash, Cash Equivalents and Restricted Cash | $ | 621,457 | $ | 216,035 | ||||
| Accounts Receivable, Net | 413,760 | 244,404 | ||||||
| Inventories | 377,991 | 183,105 | ||||||
| Prepaid Expenses and Other Current Assets | 131,557 | 32,183 | ||||||
| Total Current Assets | 1,544,765 | 675,727 | ||||||
| Property, Plant And Equipment, Net | 1,043,993 | 376,050 | ||||||
| Land Use Rights, Net | 4,940 | 4,825 | ||||||
| Operating Right of Use Asset | 70,509 | 49,697 | ||||||
| Intangible Assets, Net | 3,692 | 3,623 | ||||||
| Other Assets | 467,727 | 58,501 | ||||||
| TOTAL ASSETS | $ | 3,135,626 | $ | 1,168,423 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts Payable | $ | 494,279 | $ | 143,932 | ||||
| Bank Acceptance Payable | 51,509 | 33,363 | ||||||
| Accrued Expenses | 49,794 | 42,491 | ||||||
| Current Lease Liability-Operating | 5,182 | 3,522 | ||||||
| Current Portion of Notes Payable and Long Term Debt | 59,990 | 33,975 | ||||||
| Total Current Liabilities | 660,754 | 257,283 | ||||||
| Convertible Senior Notes | 128,836 | 129,829 | ||||||
| Other Long-Term Liabilities | 104,688 | 47,393 | ||||||
| TOTAL LIABILITIES | 894,278 | 434,505 | ||||||
| STOCKHOLDERS' EQUITY | ||||||||
| Common Stock | 90 | 75 | ||||||
| Additional Paid-in Capital | 2,757,548 | 1,224,538 | ||||||
| Cumulative Translation Adjustment | 4,551 | (617 | ) | |||||
| Retained Earnings | (520,841 | ) | (490,078 | ) | ||||
| TOTAL STOCKHOLDERS' EQUITY | 2,241,348 | 733,918 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 3,135,626 | $ | 1,168,423 | ||||
| 5 |
Applied Optoelectronics, Inc.
Preliminary Condensed Consolidated Statements of Operations
(In thousands)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | ||||||||||||||||
| CATV | $ | 110,879 | $ | 70,602 | $ | 258,298 | $ | 191,122 | ||||||||
| Datacenter | 155,609 | 43,935 | 344,675 | 120,775 | ||||||||||||
| Telecom | 2,727 | 3,742 | 8,698 | 8,618 | ||||||||||||
| Other | 660 | 351 | 1,271 | 926 | ||||||||||||
| Total Revenue | 269,875 | 118,630 | 612,942 | 321,441 | ||||||||||||
| Total Cost of Goods Sold | 193,720 | 85,367 | 439,664 | 226,472 | ||||||||||||
| Total Gross Profit | 76,155 | 33,263 | 173,278 | 94,969 | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Research and Development | 38,109 | 21,265 | 98,636 | 59,687 | ||||||||||||
| Sales and Marketing | 7,875 | 9,871 | 25,712 | 23,363 | ||||||||||||
| General and Administrative | 31,613 | 20,314 | 88,090 | 55,020 | ||||||||||||
| Total Operating Expenses | 77,597 | 51,450 | 212,438 | 138,070 | ||||||||||||
| Operating Loss | (1,442 | ) | (18,187 | ) | (39,160 | ) | (43,101 | ) | ||||||||
| Other Income (Expense): | ||||||||||||||||
| Interest Income | 3,094 | 451 | 8,079 | 961 | ||||||||||||
| Interest Expense | (1,221 | ) | (902 | ) | (3,011 | ) | (2,653 | ) | ||||||||
| Other Income (Expense), net | 8,228 | 702 | 8,027 | 8,587 | ||||||||||||
| Total Other Income (Expense): | 10,101 | 251 | 13,095 | 6,895 | ||||||||||||
| Net income (loss) before Income Taxes | 8,659 | (17,936 | ) | (26,065 | ) | (36,206 | ) | |||||||||
| Income Tax Expense | (2,359 | ) | – | (4,697 | ) | – | ||||||||||
| Net income (loss) | $ | 6,300 | $ | (17,936 | ) | $ | (30,762 | ) | $ | (36,206 | ) | |||||
| Net income (loss) per share attributable to common stockholders | ||||||||||||||||
| basic | $ | 0.07 | $ | (0.28 | ) | $ | (0.38 | ) | $ | (0.64 | ) | |||||
| diluted | $ | 0.07 | $ | (0.28 | ) | $ | (0.38 | ) | $ | (0.64 | ) | |||||
| Weighted-average shares used to compute net income (loss) per share attributable to common stockholders | ||||||||||||||||
| basic | 85,397 | 63,329 | 81,016 | 56,762 | ||||||||||||
| diluted | 87,835 | 63,329 | 81,016 | 56,762 | ||||||||||||
| 6 |
Applied Optoelectronics, Inc.
Reconciliation of Statements of Operations under GAAP and Non-GAAP
(In thousands)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| GAAP total gross profit (a) | $ | 76,155 | $ | 33,263 | $ | 173,278 | $ | 94,969 | ||||||||
| Share-based compensation expense | 161 | 87 | 487 | 264 | ||||||||||||
| Non-recurring expense | 29 | 7 | 327 | 48 | ||||||||||||
| Expenses associated with discontinued products | 1,098 | 3,372 | 4,691 | 3,372 | ||||||||||||
| Non-GAAP total gross profit (a) | $ | 77,443 | $ | 36,729 | $ | 178,783 | $ | 98,653 | ||||||||
| GAAP net gain (loss) | $ | 6,300 | $ | (17,936 | ) | $ | (30,762 | ) | $ | (36,206 | ) | |||||
| Share-based compensation expense | 5,684 | 3,116 | 14,939 | 8,842 | ||||||||||||
| Expenses associated with discontinued products | 1,098 | 3,372 | 4,691 | 3,372 | ||||||||||||
| Non-cash expenses associated with discontinued products | 902 | 1,106 | 2,920 | 3,225 | ||||||||||||
| Amortization of intangible assets | 127 | 113 | 371 | 330 | ||||||||||||
| Non-recurring (income) expense | 816 | 86 | 5,837 | 1,340 | ||||||||||||
| Unrealized exchange loss (gain) | (568 | ) | 5,550 | 176 | 490 | |||||||||||
| Tax (benefit) expense related to the above | 433 | (806 | ) | 17,155 | 3,519 | |||||||||||
| Non-GAAP net income (loss) | $ | 14,792 | $ | (5,399 | ) | $ | 15,327 | $ | (15,088 | ) | ||||||
| GAAP net income (loss) | $ | 6,300 | $ | (17,936 | ) | $ | (30,762 | ) | $ | (36,206 | ) | |||||
| Share-based compensation expense | 5,684 | 3,116 | 14,939 | 8,842 | ||||||||||||
| Expenses associated with discontinued products | 1,098 | 3,372 | 4,691 | 3,372 | ||||||||||||
| Non-cash expenses associated with discontinued products | 902 | 1,106 | 2,920 | 3,225 | ||||||||||||
| Amortization of intangible assets | 127 | 113 | 371 | 330 | ||||||||||||
| Non-recurring expense (income) | 816 | 85 | 5,837 | 1,341 | ||||||||||||
| Unrealized exchange loss (gain) | (568 | ) | 5,550 | 176 | 490 | |||||||||||
| Depreciation expense | 13,692 | 6,148 | 31,159 | 15,936 | ||||||||||||
| Interest (income) expense, net | (1,873 | ) | 451 | (5,068 | ) | 1,692 | ||||||||||
| Income tax expenses (credit) | 2,359 | – | 4,697 | – | ||||||||||||
| Adjusted EBITDA | $ | 28,537 | $ | 2,005 | $ | 28,960 | $ | (978 | ) | |||||||
| GAAP diluted net income (loss) per share | $ | 0.07 | $ | (0.28 | ) | $ | (0.38 | ) | $ | (0.64 | ) | |||||
| Share-based compensation expense | 0.06 | 0.05 | 0.18 | 0.16 | ||||||||||||
| Expenses associated with discontinued products | 0.01 | 0.05 | 0.06 | 0.06 | ||||||||||||
| Non-cash expenses associated with discontinued products | 0.01 | 0.02 | 0.03 | 0.06 | ||||||||||||
| Non-recurring (income) expense | 0.01 | – | 0.07 | 0.02 | ||||||||||||
| Unrealized exchange loss (gain) | (0.01 | ) | 0.08 | – | 0.01 | |||||||||||
| Non-GAAP tax benefit | 0.01 | (0.01 | ) | 0.20 | 0.06 | |||||||||||
| Effect of diluted share count | 0.01 | – | 0.02 | – | ||||||||||||
| Non-GAAP diluted net earnings (loss) per share | $ | 0.17 | $ | (0.09 | ) | $ | 0.18 | $ | (0.27 | ) | ||||||
| Shares used to compute diluted loss per share | 85,397 | 63,329 | 81,016 | 56,762 | ||||||||||||
| Shares used to compute diluted earnings per share | 87,835 | 63,329 | 84,106 | 56,762 | ||||||||||||
(a) Provided for the purpose of calculating gross profit as a percentage of revenue (gross margin).
| 7 |