[Form 4] Alpha and Omega Semiconductor Limited Insider Trading Activity

Rhea-AI Filing Summary

Stephen Chunping Chang, Chief Executive Officer and Director of Alpha & Omega Semiconductor Ltd (AOSL), reported a Form 4 showing a change in beneficial ownership. On 09/09/2025 he disposed of 2,100 common shares in a transaction coded G (reported price $0), leaving him with 576,705 shares beneficially owned following the transaction. The filing details multiple equity awards: 45,000 unvested shares from a 2018 market-based PSU, 145,625 aggregate RSUs granted 2022–2025, 47,964 unvested PSU shares from 2022 and 2024 grants, and excludes 67,500 unvested PSUs granted on 03/17/2025 that may vest on performance. The filing also notes 127 shares acquired under the company ESPP on 05/14/2025. The Form 4 was signed by an attorney-in-fact on 09/10/2025.

Positive

• Substantial retained ownership: Reporting person remains beneficial owner of 576,705 shares after the transaction
• Transparency on equity awards: Filing details unvested MSUs, PSUs and RSUs (e.g., 45,000 MSU; 145,625 RSUs aggregate)

Negative

• Disposition occurred: 2,100 shares were transferred (transaction code G), reducing direct holdings
• Significant portions unvested: Material parts of reported ownership are subject to vesting and performance conditions (e.g., 67,500 PSUs excluded pending performance)

Insights

Securities Analyst

TL;DR: A routine insider disposition by the CEO reduces direct holdings modestly; most holdings remain in restricted or performance awards.

The reported 2,100-share disposition appears to be a coded "G" transaction, which generally indicates a gift or similar transfer rather than a market sale; the filing shows no cash proceeds reported. Following the change, the CEO retains substantial beneficial ownership of 576,705 shares, and material portions of his position are subject to vesting or performance conditions: 45,000 market-based PSUs and an aggregate of 145,625 RSUs plus other PSUs. The disclosure of 127 ESPP shares and multiple outstanding equity awards is typical for executive compensation and does not by itself signal a change in control or material liquidity event.

Corporate Governance Expert

TL;DR: Insider filing documents a small transfer and summarizes outstanding restricted and performance-based awards; investor impact appears limited.

This Form 4 documents a single non-market-disposition of 2,100 common shares with a post-transaction beneficial ownership of 576,705 shares. The filing transparently lists multiple award programs and outstanding unvested shares, including 67,500 PSUs excluded from current beneficial totals pending performance vesting. The signature by an attorney-in-fact and the clear award breakdown meet typical disclosure expectations. From a governance perspective, the filing provides necessary transparency on executive equity incentives and remaining alignment with shareholders.

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^*

Chang Stephen Chunping

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

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	09/09/2025		G		2,100	D	$0	576,705(1)(2)(3)(4)	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. Includes 45,000 unvested shares subject to the Market-Based Performance Share Unit (MSU) granted on July 1, 2018 which are subject to vesting upon satisfaction of service-based vesting conditions by the Reporting Person.

2. Includes an aggregate of 145,625 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 67,500 unvested common shares subject to the Performance Share Unit (PSU) granted on March 17, 2025, which may become vested upon achievement of certain corporate performance goals in the future.

3. Includes an aggregate of 47,964 unvested shares subject to the 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.

4. Reflects 127 shares acquired under the Issuer's Employee Stock Purchase Plan on May 14, 2025.

Remarks:

	/s/ Yanbing Hong, attorney-in-fact for Stephen Chang	09/10/2025
	** 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 AOSL CEO Stephen Chang report on Form 4?

The Form 4 reports a disposition of 2,100 common shares on 09/09/2025 coded as G with a reported price of $0.

How many AOSL shares does Stephen Chang beneficially own after the reported transaction?

After the transaction, the filing reports Stephen Chang as beneficially owning 576,705 common shares.

What unvested equity awards are disclosed in the Form 4 for AOSL insider?

The filing lists 45,000 unvested MSUs (2018), an aggregate of 145,625 RSUs (2022–2025), and 47,964 unvested PSU shares from 2022 and 2024; it also notes 67,500 unvested PSUs from 03/17/2025 that are excluded from the totals pending performance.

Was cash received in the reported transaction by the AOSL insider?

The Form 4 reports a price of $0 for the 2,100-share disposition, indicating no cash proceeds were reported in this filing.

Who signed the Form 4 for Stephen Chang?

The Form 4 was signed on behalf of Stephen Chang by an attorney-in-fact, Yanbing Hong, on 09/10/2025.