Applied Optoelectronics Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 1.01 |
Entry into a Material Definitive Agreement. |
On June 25, 2026, Applied Optoelectronics, Inc. (the “Company”) entered into a Standard Form of Agreement Between Owner and Design-Builder (AIA Document A141–2024), together with the related exhibits package (collectively, the “Design-Build Agreement”), with LCC3 Solution Inc. (the “Design-Builder”). Pursuant to the Design-Build Agreement, the Design-Builder will provide design-build services for the Company’s OMD 3 (FAB4) cleanroom construction project located at 11555 North Spectrum Blvd., Houston, Texas 77047 (the “Project”).
The Project consists of the design-build of approximately 195,591 square feet of ISO Class 6-certified cleanroom space, 36,500 square feet of office space, and 73,780 square feet of space designated for shipping and receiving, quality and reliability testing, and inventory operations. The scope of the Project includes design, engineering, procurement, construction, testing, commissioning, and related closeout activities.
The total contract amount for the Project is approximately $94.1 million, inclusive of design, construction, and related professional services, as set forth in the Design-Build Agreement. Payments under the Design-Build Agreement are generally based on progress, with 10% retainage withheld from each pay application and released upon final completion, subject to final acceptance and completion of punch list items. Pay applications are submitted monthly, and payments are due within 15 days after the Company’s receipt of a properly completed pay application.
The Design-Build Agreement provides for liquidated damages in the event of delays in achieving specified key milestones or substantial completion, subject to contractual adjustments and conditions, with aggregate liquidated damages capped at $4.9 million.
The Design-Build Agreement also provides that the Design-Builder may be eligible to earn certain incentives, subject to the terms and conditions set forth therein, including (i) schedule-based incentives tied to the timely achievement of specified key milestones of up to $6.0 million and (ii) performance-based incentives, including up to $4.9 million tied to cleanroom validation testing and up to $4.9 million tied to warranty performance.
The Project has a targeted Substantial Completion date of January 10, 2027.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the Lease Agreement is incorporated by reference into Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Standard Form of Agreement Between Owner and Design-Builder (AIA Document A141–2024), executed as of June 25, 2026, by and between Applied Optoelectronics, Inc. and LCC3 Solution Inc. |
| 10.2* | Exhibits to Design-Build Contract Between Owner and Design-Builder, executed as of June 25, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 1, 2026 | APPLIED OPTOELECTRONICS, INC. | ||
| By: | /s/ David C. Kuo | ||
| Name | David C. Kuo | ||
| Title: | Senior Vice President and Chief Legal Officer | ||
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