APPLIED OPTOELECTRONICS, INC.
SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 2026
This proxy statement supplement (this "Supplement") to the definitive proxy statement of Applied Optoelectronics, Inc. (the "Company"), filed with the Securities and Exchange Commission (the "SEC") on April 24, 2026 (the "Proxy Statement"), is being furnished to stockholders of the Company in connection with the solicitation of proxies by the Company's Board of Directors (the "Board") for use at the Annual Meeting of Stockholders (the "Annual Meeting") to be held on Thursday, June 4, 2026, at 9:30 a.m. Central Time, at the Company's principal office located at 13139 Jess Pirtle Blvd., Sugar Land, TX 77478. This Supplement is being filed with the SEC and is being made available to shareholders on or about May 8, 2026.
Updates to the Definitive Proxy Statement
As previously disclosed, as a result of a competitive selection process, on May 4, 2026, the Audit Committee of the Board (the "Audit Committee") approved the appointment of PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, and dismissed Grant Thornton, LLP ("Grant Thornton") as its independent registered public accounting firm. Grant Thornton was previously engaged to perform a review of the Company's consolidated financial statements for the quarter ending March 31, 2026. The dismissal of Grant Thornton does not affect its engagement for the quarter ending March 31, 2026.
In light of the Company's auditor transition subsequent to the Proxy Statement filing, the disclosure under "Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm" is hereby updated as follows:
Due to a recently completed competitive selection process, and following the review and evaluation of proposals from all participating firms, on May 4, 2026, the Audit Committee (i) dismissed Grant Thornton, LLP ("Grant Thornton") as the Company's independent registered public accounting firm and (ii) appointed PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. Grant Thornton served as our auditor since 2008.
As a result of the change in the Company's independent registered public accounting firm, as Proposal 2, we are requesting that our shareholders ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
A representative of PwC is expected to attend the Annual Meeting, to have an opportunity to make a statement if desired, and to be available to respond to appropriate questions from our stockholders.
The audit reports of Grant Thornton on the Company's consolidated financial statements as of and for the fiscal years ended December 31, 2025 and 2024 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2025 and 2024, and in the subsequent interim period through May 4, 2026, there were no: (1) "disagreements" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Grant Thornton on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of Grant Thornton, would have caused Grant Thornton to make reference to the subject matter of such disagreements in connection with their opinions for such years, or (2) "reportable events" (as described in Item 304(a)(1)(v) of Regulation S-K), except for the material weakness in the Company's operation of controls over its review of technical accounting analysis, as first disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which material weakness was remediated as of December 31, 2025.
During the fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through May 4, 2026, neither the Company nor anyone on its behalf consulted PwC with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company that PwC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a "reportable event" (as described in Item 304(a)(1)(v) of Regulation S-K).