应用光电美股招股说明书(2025-11-07版)

Applied Optoelectronics, Inc.Common Stock We have entered into an Equity Distribution Agreement with Raymond James & Associates, Inc.(“Raymond James”) and Needham & Company, LLC (“Needham”), or the sales agreement, relating toshares of our common stock offered by this prospectus supplement. In accordance with the terms ofthe sales agreement, we may offer and sell through this prospectus supplement shares of our commonstock having an aggregate offering price of up to $180,000,000 from time to time through RaymondJames and Needham, acting as agents (each, an “Agent” and collectively, the “Agents”). Our common stock is listed on The Nasdaq Global Market under the symbol “AAOI.” OnNovember6, 2025, the last reported sale price of our common stock on The Nasdaq Global Market was$29.10 per share. Sales of our common stock, if any, under this prospectus supplement may be made in salesdeemed to be “at-the-market” equity offerings as defined in Rule415 promulgated under the SecuritiesAct of 1933, as amended, or the Securities Act, including sales made directly on or through The NasdaqGlobal Market, the existing trading market for our common stock, sales made to or through a marketmaker other than on an exchange or otherwise, in negotiated transactions at market prices prevailingat the time of sale or at prices related to such prevailing market prices, and any other methodpermied by law, including in privately negotiated transactions. The Agents are not required to sellany specific number or dollar amount of securities, but will act as sales agents and use commerciallyreasonable efforts to sell on our behalf all of the shares of common stock requested to be sold by us,consistent with their normal trading and sales practices, on mutually agreed terms between the Agentsand us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. Except as otherwise described in the sales agreement, the Agents will be entitled to compensationat a commission rate of up to 2.0% of the gross sales price per share sold. In connection with the sale ofour common stock on our behalf, the Agents may be deemed to be a “underwriters” within themeaning of the Securities Act and the compensation of the Agents may be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to theAgents with respect to certain liabilities, including liabilities under the Securities Act and the SecuritiesExchange Act of 1934, as amended, or Exchange Act. INVESTING IN OUR SECURITIES INVOLVES SIGNIFICANT RISKS. YOU SHOULD REVIEWCAREFULLY THE “RISK FACTORS” BEGINNING ON PAGES-5OF THIS PROSPECTUSSUPPLEMENT AND UNDER SIMILAR HEADINGS IN THE OTHER DOCUMENTS THAT AREINCORPORATED BY REFERENCE INTO THIS PROSPECTUS SUPPLEMENT BEFOREINVESTING IN OUR SECURITIES. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Anyrepresentation to the contrary is a criminal offense. RAYMOND JAMES NEEDHAM & COMPANY The date of this prospectus supplement isNovember7, 2025. TABLE OF CONTENTSPROSPECTUS SUPPLEMENT PageAbout This Prospectus SupplementS-1Prospectus Supplement SummaryS-2The OfferingS-4Risk FactorsS-5Cautionary Note Regarding Forward-Looking StatementsS-8Use Of ProceedsS-9DilutionS-10Plan of DistributionS-11Legal MaersS-13ExpertsS-13Where To Learn More About UsS-13Incorporation of Certain Documents By ReferenceS-14 PROSPECTUS PageABOUT THIS PROSPECTUS1RISK FACTORS2THE COMPANY2CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3USE OF PROCEEDS4DESCRIPTION OF SECURITIES TO BE OFFERED4PLAN OF DISTRIBUTION13LEGAL MATTERS17EXPERTS17WHERE TO LEARN MORE ABOUT US17INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE18 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that wefiled with the Securities andExchange Commission, or the SEC, using a “shelf” registration process. Under this prospectussupplement, and the accompanying base prospectus, we may offer shares of our common stock havingan aggregate offering price of up to $180,000,000 from time to time at prices and on terms to bedetermined by market conditions at the time of the offering. We provide information to you about this offering of shares of our common stock in two separatedocuments that are bound together: (1)this prospectus supplement, which describes the specificdetails regarding this offering; and (2)the accompanying base prospectus, which provides generalinformation, some of which may not apply to this offering. Generally, when we refer to this“prospectus,” we are referring to both documents combined. If information in this prospectussupplement is inconsistent with the accompanying base prospectus, you should rely on this prospectussupplement. However, if any statement in one of these documents is inconsistent with a statement inanother