应用光电美股招股说明书(2026-02-26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 of thesales agreement, we may offer and sell through this prospectus supplement shares of our common stock Our common stock is listed on The Nasdaq Global Market under the symbol “AAOI.” On February25,2026, the last reported sale price of our common stock on The Nasdaq Global Market was $58.12 per share. Sales of our common stock, if any, under this prospectus supplement may be made in sales deemed tobe “at-the-market” equity offerings as defined in Rule415 promulgated under the Securities Act of 1933, asamended, or the Securities Act, including sales made directly on or through The Nasdaq Global Market, theexisting trading market for our common stock, sales made to or through a market maker other than on anexchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at pricesrelated to such prevailing market prices, and any other method permitted by law, including in privately Except as otherwise described in the sales agreement, the Agents will be entitled to compensation at acommission rate of up to 2.0% of the gross sales price per share sold. In connection with the sale of ourcommon stock on our behalf, the Agents may be deemed to be a “underwriters” within the meaning of the Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved 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 is February26, 2026. 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 having 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 prospectus To the extent there is a conflict between the information contained in this prospectus supplement,on the one hand, and the information contained in the accompanying base prospectus or in anydocument incorporated by reference in this prospectus supplement having an earlier date than thedate of this prospectus supplement, on the other hand, you should rely on the information in this In making your investment decision, you should rely only on the information contained orincorporated by reference in this prospectus supplement, in the accompanying base prospectus and inany free writing prospectus with respect to this offeringfiled by us with the SEC. We have not, and theAgents have not, authorized any other person to provide you with different information. If anyoneprovides you with different or inconsistent information you should not rely on it. You should assume We are offering to sell shares of common stock only in jurisdictions where offers and sales arepermitted. The distribution of this prospectus supplement and the accompanying base prospectus andthe offering of the common stock in certain jurisdictions may be restricted by law. Persons outside theUnited States who come into possession of this prospectus supplement and the accompanying baseprospectus must inform themselves about, and observe any restrictions relating to, the offering of thecommon stock and the distribution of this prospectus supplement and the accompanying base References in this prospectus supplement to the “Company,” “we,” “us” and “our” and similarterms refer to Applied Optoelectronics, Inc. We havefiled or incorporated by reference exhibits to the registration statement of which thisprospectus supplement forms a part. You should read the exhibits carefully for provisions that may be This summary description about us, our business and this offering highlights selected information containedelsewhere in this prospectus supplement or incorporated in this prospectus supplement by reference. Thissummary does not contain all of the information you should consider before deciding to invest in our commonstock. You should carefully read this entire prospectus supplement, the accompanying base