Alpha & Omega (AOSL) Insider Report: 508 Shares Disposed; Unvested Awards Disclosed

Rhea-AI Filing Summary

Bing Xue, EVP-WW Sales & Bus Development and director of Alpha & Omega Semiconductor Ltd (AOSL), reported a Form 4 showing a disposition on 08/15/2025. The filing shows 508 common shares were sold at $26.50 per share, resulting in 131,318 shares beneficially owned after the transaction. The report notes share movements from equity awards: shares were withheld to satisfy tax on RSUs granted 08/12/2021, 875 shares were acquired under the Employee Stock Purchase Plan on 05/14/2025, and multiple unvested awards remain (including 14,154 PSU, 45,000 MSU, and 40,000 RSU). The form is signed by an attorney-in-fact on behalf of Bing Xue on 09/02/2025.

Positive

• Transparent disclosure of the sale, tax-withholding, ESPP purchase, and outstanding unvested awards
• Minor nature of the sale (508 shares) relative to total beneficial ownership of 131,318 shares

Negative

• Outstanding unvested awards (including 45,000 MSU and 14,154 PSU) could create future dilution if vested
• Sale price disclosed ($26.50) may be interpreted by some investors without accompanying context

Insights

Securities Analyst

TL;DR: Small insider sale; notable lingering unvested equity but no material change to ownership stake.

The 508-share disposition at $26.50 is a modest transaction relative to the reported 131,318 shares held post-transaction and appears to reflect routine tax-withholding and compensation-related activity rather than a strategic divestment. The filing documents several outstanding equity awards (PSUs, MSUs, RSUs) totalling significant unvested positions that could affect future dilution if they vest. No derivative transactions or additional sales are reported. Overall, the activity is informational and not materially impactful to AOSL's capital structure based on amounts disclosed.

Corporate Governance Expert

TL;DR: Transaction aligns with compensation vesting and ESPP participation; governance disclosure appears complete.

The Form 4 clearly explains the reason for the reported disposition (tax withholding on RSU vesting) and discloses other award schedules and ESPP purchases, which supports transparency in insider reporting. The signature by an attorney-in-fact is properly included. There are no indications of related-party transactions or unexpected leadership changes in this filing. The multiple unvested award schedules are disclosed, allowing stakeholders to assess potential future insider holdings.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Xue Bing

(Last) (First) (Middle)

475 OAKMEAD PKWY

(Street)

SUNNYVALE CA 94085

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ALPHA & OMEGA SEMICONDUCTOR Ltd [ AOSL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP-WW Sales & Bus Development

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Share	08/15/2025		F		508(1)	D	$26.5	131,318(2)(3)(4)(5)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld to satisfy the Issuer's tax withholding obligation upon vesting of Restricted Share Units (RSU) granted on August 12, 2021.

2. Includes 14,154 unvested shares subject to the Performance Share Unit (PSU) granted on March 15, 2022 and March 15, 2024 which are subject to vesting upon satisfaction of service-based vesting conditions by the Reporting Person.

3. Includes 45,000 unvested shares subject to the Market-Based Performance Share Unit (MSU) granted on July 01, 2018 which are subject to vesting upon satisfaction of service-based vesting conditions by the Reporting Person.

4. Includes an aggregate of 40,000 shares subject to Restricted Share Unit awards (RSU) granted on March 15, 2022, March 15, 2023, March 15, 2024, and March 17, 2025 which will be issued as such units vest in accordance with their terms, and excludes 15,000 unvested common shares subject to the PSU granted on March 17, 2025, which may become vested upon achievement of certain corporate performance goals in the future.

5. Reflects 875 shares acquired under the Issuer's Employee Stock Purchase Plan on May 14, 2025.

Remarks:

	/s/ Yanbing Hong, attoryney-in-fact for Bing Xue	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What transaction did Bing Xue report on Form 4 for AOSL?

The Form 4 reports a disposition of 508 common shares on 08/15/2025 at $26.50 per share.

How many AOSL shares does Bing Xue beneficially own after the reported transaction?

The filing shows Bing Xue beneficially owns 131,318 shares following the reported transaction.

Were any shares acquired under the Employee Stock Purchase Plan (ESPP)?

Yes. The filing reflects 875 shares acquired under the Issuer's ESPP on 05/14/2025.

Does the Form 4 disclose unvested equity awards for Bing Xue?

Yes. It discloses 14,154 unvested PSU, 45,000 unvested MSU, and 40,000 RSU across multiple grant dates.

Who signed the Form 4 and when?

The Form 4 is signed by Yanbing Hong, attorney-in-fact for Bing Xue on 09/02/2025.