Lin Chih-Hsiang (Thompson) 4

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.