Kuo David C 4

What Happened

• David C. Kuo, Senior Vice President and Chief Legal Officer of Applied Optoelectronics (AAOI), had 156,583 performance-based restricted stock units (RSUs) settle on May 15, 2026 (awarded at $0). Shortly after, 19,064 shares were withheld to satisfy tax obligations (valued at $190.36 each; $3,629,023) and 19,227 shares were sold in the open market on May 19, 2026 at $173.26 each for $3,331,270. Total shares disposed (withheld + sold): 38,291; combined value associated with those dispositions: $6,960,293.
• This was an RSU settlement followed by withholding for taxes and an open-market sale—not a cash purchase. Sales following RSU settlement are commonly used to cover taxes or convert equity to cash and do not necessarily signal a change in company outlook.

Key Details

• Transaction dates and prices:
  • 2026-05-15: Award/settlement of 156,583 RSUs (code A) — $0 acquisition price; awarded for 2023–2026 performance period at maximum performance (footnote).
  • 2026-05-19: Tax withholding of 19,064 shares (code F) at $190.36/share = $3,629,023 (footnote: shares withheld to satisfy tax withholding).
  • 2026-05-19: Open-market sale of 19,227 shares (code S) at $173.26/share = $3,331,270.
• Shares disposed total: 38,291; combined value tied to those dispositions: $6,960,293.
• Shares owned after the transactions: Not specified in the provided filing.
• Notable footnotes: F1 — settlement of performance-vesting RSUs for 2023–2026 at maximum performance; F2 — shares withheld to satisfy tax withholding obligations.
• Filing timeliness: Form filed 2026-05-19 for transactions on 5/15 and 5/19. No late-filing flag indicated in the provided information.

Context

• These transactions reflect a standard RSU settlement and routine post-settlement actions: shares withheld to cover taxes and an open-market sale for additional liquidity. This is different from an option exercise (no option exercise occurred) and is not a direct purchase that would be interpreted as an immediate bullish vote by the insider.
• For retail investors, such insider sales after an award are common and often administrative; they should be viewed alongside other insider trades and company fundamentals rather than as a standalone market signal.