Alpha and Omega (AOSL) ties 2026 executive cash bonuses to EPS and revenue

Rhea-AI Filing Summary

Alpha and Omega Semiconductor Limited approved a 2026 incentive cash bonus plan for its executive officers. Awards will depend on how well the company meets specified adjusted earnings per share and revenue goals for the 2026 calendar year, with minimum thresholds required before any payout.

For the Chief Executive Officer, the minimum, target and maximum bonuses are 23%, 100% and 220% of base salary. For the Chief Financial Officer, Executive Vice President of Worldwide Sales and Business Development, and Chief Operating Officer, the corresponding bonus opportunities are 16%, 70% and 154% of base salary.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

FORM 8-K

_________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 5, 2026

 _________________________________

Alpha and Omega Semiconductor Limited

(Exact name of registrant as specified in its charter)

Bermuda

001-34717

77-0553536

(State or other jurisdiction)

(Commission)

(I.R.S. Employer)

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

(Address of principal registered offices)

(408) 830-9742

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Shares			AOSL			The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 5, 2026, the Compensation Committee of the Board of Directors of Alpha and Omega Semiconductor Limited (the “Company”) approved an incentive cash bonus plan (the “Plan”) for the 2026 calendar year, pursuant to which executive officers of the Company will receive an incentive award based on the level of attainment of specified Company performance goals. The aggregate amount of the award will be determined based on the level of attainment of a range of adjusted earnings per share and revenue for the year. A specified minimum amount of each such criteria must be achieved before payment of an award under the Plan. The actual aggregate amount of the award earned by an executive officer for the 2026 calendar year will range from $0 to the maximum amount established for that officer depending on the level of attainment of the performance goals.

Assuming the minimum performance goals as described above have been achieved, the minimum, target and maximum bonus payable to each named executive officer of the Company (as a percentage of base salary) are as follows:

Name			Title			Minimum Bonus			Target Bonus			Maximum Bonus
Stephen Chang			Chief Executive Officer			23%			100%			220%
Yifan Liang			Chief Financial Officer and Corporate Secretary			16%			70%			154%
Bing Xue			Executive Vice President of Worldwide Sales and Business Development			16%			70%			154%
Wenjun Li			Chief Operating Officer			16%			70%			154%

The description of the Plan above is only a summary and qualified in its entirety by the Plan, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2026 to be filed with the Securities and Exchange Commission.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 9, 2026

Alpha and Omega Semiconductor Limited
By:						/s/    Yifan Liang
Name:						Yifan Liang
Title:						Chief Financial Officer and Corporate Secretary

FAQ

What executive bonus plan did Alpha and Omega Semiconductor (AOSL) approve for 2026?

Alpha and Omega Semiconductor approved a 2026 incentive cash bonus plan for its executive officers. Bonuses will be tied to achieving specified adjusted earnings per share and revenue goals for the 2026 calendar year, with minimum performance thresholds required before any payments are made.

How are AOSL executive bonuses under the 2026 plan determined?

Bonuses are determined by the level of attainment of specified adjusted earnings per share and revenue goals for 2026. A minimum level for each performance criterion must be reached before any bonus is paid, and awards can range from $0 up to each officer’s maximum percentage of base salary.

What are the 2026 bonus percentages for AOSL’s CEO and other named executives?

For the CEO, the minimum, target and maximum bonuses are 23%, 100% and 220% of base salary. For the CFO, Executive Vice President of Worldwide Sales and Business Development, and Chief Operating Officer, the minimum, target and maximum bonuses are 16%, 70% and 154% of base salary.

Which performance metrics drive the 2026 executive bonuses at Alpha and Omega Semiconductor?

The 2026 executive bonuses are based on adjusted earnings per share and revenue for the year. The overall bonus amount depends on how these metrics perform within a defined range, and no payments are made unless specified minimum thresholds for each metric are reached.

Where will details of AOSL’s 2026 incentive bonus plan be filed?

The company plans to file the full 2026 incentive cash bonus plan as an exhibit to its Form 10-Q for the quarterly period ending March 31, 2026. That filing with the Securities and Exchange Commission will provide the complete plan terms beyond the summarized description.

Filing Exhibits & Attachments

3 documents

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB