{"url_path":"/sec/aaoi/8-k/2026-06-05/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1158114/0001683168-26-004596-index.html","accession_number":"0001683168-26-004596","cik":"0001158114","ticker":"AAOI","issuer_name":"APPLIED OPTOELECTRONICS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1158114/0001683168-26-004596-index.html","primary_entity_key":"0001158114","primary_entity_name":"APPLIED OPTOELECTRONICS, INC."},"word_count":547,"has_tables":true,"body_markdown":"**Item 5.02**\n**Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers**\n\n \n\nOn June 4, 2026, the shareholders of Applied\nOptoelectronics, Inc. (the “Company”) approved Applied Optoelectronics, Inc. 2026 Equity Incentive Plan (the “2026 Plan”)\nat the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”). The 2026 Plan was previously approved by\nthe Company’s Board of Directors (the “Board”), upon recommendation by the Company’s Compensation Committee (the\n“Committee”), subject to shareholder approval at the Annual Meeting. The 2026 Plan became effective on June 4, 2026,\nimmediately following the Annual Meeting. The 2026 Plan replaces Applied Optoelectronics, Inc. Amended and Restated 2021 Equity Incentive\nPlan and Amended and Restated 2013 Equity Incentive Plan (together the “Prior Plans”). No new awards will be granted under\nthe Prior Plans.\n\n \n\nThe following is a summary of the principal provisions\nof the 2026 Plan. The following summary does not purport to be complete and is qualified in its entirety by reference to the full text\nof the 2026 Plan, which was attached as Appendix A to the Company’s definitive proxy statement on Schedule 14A filed on April 24,\n2026 (the “Definitive Proxy Statement”) and is incorporated herein by reference. In addition, a more detailed summary of the\n2026 Plan can be found on pages 53-59 of the Definitive Proxy Statement, which description is incorporated herein by reference.\n\n \n\nThe 2026 Plan authorizes the issuance of an additional\n2,500,000 shares of the Company’s common stock. In addition to these newly authorized shares, any shares previously reserved and\navailable for issuance, but not issued or subject to outstanding awards, under the 2021 Plan as of the effective date of the 2026 Plan\nwill become available for issuance under the 2026 Plan, as will any shares that are subject to outstanding awards under the 2021 Plan\nas of the effective date of the 2026 Plan to the extent such shares are not issued and cease to be subject to such awards following the\neffective date of the 2026 Plan.\n\n \n\nThe Board or the Committee is authorized to administer\nthe 2026 Plan. The Board or the Committee may delegate concurrent administration of the 2026 Plan to other committees consisting of one\nor more members of the Board or to one or more officers in accordance with the 2026 Plan’s terms and any conditions established\nby the Board or the Committee. The plan administrator is authorized to select the individuals to be granted awards and, subject to the\nterms of the 2026 Plan, to determine the types of awards to be granted, the number of shares subject to awards and the other terms, conditions\nand provisions of such awards.\n\n \n\nAwards may be granted under the 2026 Plan to the\nCompany’s employees, officers, directors, consultants, agents, advisors and independent contractors and those of the Company’s\naffiliates. Under the 2026 Plan, the Committee may grant stock awards, restricted stock and stock units, performance awards, stock options,\nstock appreciation rights and other stock or cash-based awards.\n\n \n\nThe foregoing summary of the 2026 Plan and the\nsummary of the 2026 Plan set forth in the Proxy Statement are qualified in their entirety by reference to the full text of the 2026 Plan,\nwhich is filed as Exhibit 10.1 to this Current Report.\n\n \n\n \n\n \n\n 2"}