Lin Chih-Hsiang (Thompson) 4
4 · APPLIED OPTOELECTRONICS, INC. · Filed Jun 1, 2026
Research Summary
AI-generated summary of this filing
Applied Optoelectronics CEO Lin Chih-Hsiang Gifts & Transfers Shares
What Happened
- Lin Chih-Hsiang (Thompson), President, CEO and a director of Applied Optoelectronics, transferred his entire 807,602-share membership interest in an LLC that holds AAOI stock to an irrevocable family trust on May 28, 2026. The transfer was done in two parts: a gift of 85,790.27 shares (valued at $15.0 million using the $174.845 per-share mid-price on the date) and a transfer of 721,811.73 shares in exchange for a promissory note with a principal of $126,205,171.69 (per-share price $174.845). The LLC continues to hold the 807,602 AAOI shares and Lin remains the LLC’s manager with voting authority.
Key Details
- Transaction date: May 28, 2026. Per-share price used: $174.845 (average of high and low that day).
- Gift: 85,790.27 shares valued at $15,000,000 (code G). Transfer/sale: 721,811.73 shares in exchange for a $126,205,171.69 promissory note (code J).
- Total shares affected: 807,602.
- Shares held after transaction: the LLC continues to own 807,602 AAOI shares; the family trust holds the LLC membership interests that correspond to those shares. Lin disclaims beneficial ownership except to the extent of his voting power as LLC manager.
- Trustee/structure note: The irrevocable Family Trust benefits Lin’s heirs; The Bryn Mawr Trust Company of Delaware serves as trustee (trustee may be replaced by Lin).
- Filing timeliness: Form 4 filed June 1, 2026 for a May 28 transaction (filed within the required two business days).
Context
- This is not a typical open-market sale — part was a bona fide gift for estate planning and part was a transfer to the trust in exchange for a promissory note reflecting fair market value. Gifts and estate-planning transfers generally do not signal the same market sentiment as open-market purchases or sales. Lin retains managerial control of the LLC (and voting power) despite disavowing beneficial ownership of the transferred membership interests.
Insider Transaction Report
Form 4
Lin Chih-Hsiang (Thompson)
DirectorPresident and CEO
Transactions
- Gift
Common Stock, $.001 par value
[F2]2026-05-28−85,790.27→ 807,602 total(indirect: By LLC) - Gift
Common Stock, $.001 par value
[F2][F4]2026-05-28+85,790.27→ 85,790.27 total(indirect: By Trust) - Other
Common Stock, $.001 par value
[F3]2026-05-28−721,811.73→ 807,602 total(indirect: By LLC) - Other
Common Stock, $.001 par value
[F3][F4]2026-05-28+721,811.73→ 807,602 total(indirect: By Trust)
Holdings
- 807,602(indirect: By LLC)
Common Stock, $.001 par value
[F1] - 1,448,091
Common Stock, $.001 par value
Footnotes (4)
- [F1]On May 26, 2026, the reporting person contributed 807,602 directly owned shares of Applied Optoelectronics, Inc. (the "Company")'s common stock to Lin Family Investment Holdings LLC, a Delaware limited liability company (the "LLC"). The reporting person serves as the sole member and the sole manager of the LLC and owned all of the outstanding LLC membership interests directly. In his capacity as the manager of the LLC, he has the sole power to vote and direct the disposition of the shares. Such contribution was exempt from reporting by virtue of Rule 16a-13 because it merely changed the form of beneficial ownership from direct to indirect without affecting the reporting person's pecuniary interest in the shares.
- [F2]The reported transaction reflects the gift of a portion of the reporting person's membership interest in the LLC, valued at $15 million, as determined by utilizing the average of the high and low per share trading price on the date of the gift (the per share price on the date of the gift, May 28, 2026, was $174.845 and the number of shares was 85,790.27), from the reporting person into an irrevocable trust for the benefit of the reporting person's heirs for estate planning purposes. The LLC continues to hold the 807,602 shares of the Company's common stock, and continues to be managed by the reporting person as the sole manager. This transaction was a bona fide gift to The Thompson Lin Family Trust (the "Family Trust"), and therefore no consideration was paid for the shares. The reporting person disclaims beneficial ownership of these securities except to the extent of his voting power therein.
- [F3]The reported transaction reflects the transfer of a certain portion of the reporting person's membership interest in the LLC from the reporting person to the Family Trust, in exchange for a promissory note in the principal amount of $126,205,171.69, representing the fair market value of the shares (represented by the portion of the LLC membership interest) as determined by utilizing the average of the high and low per share trading price on the date of the sale. The per share price on the date of the sale, May 28, 2026, was $174.845 and the number of shares sold was 721,811.73. The LLC continues to hold the 807,602 shares of the Company's common stock, and continues to be managed by the reporting person as the sole manager. The reporting person disclaims beneficial ownership of these securities except to the extent of his voting power therein.
- [F4]The securities indirectly held in the Family Trust through the ownership of interests in the LLC are for the benefit of the reporting person's heirs. The reporting person is the settlor of the irrevocable Family Trust, where The Bryn Mawr Trust Company of Delaware serves as trustee which may be replaced at the discretion of the reporting person. The reporting person disclaims beneficial ownership of these securities except to the extent of his voting power therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Signature
/s/ David C. Kuo, attorney in fact for Chih-Hsiang (Thompson) Lin|2026-06-01