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  4. [Form 4] ALPHA & OMEGA SEMICONDUCTOR Ltd Insider Trading Activity

ALPHA & OMEGA SEMICONDUCTOR Ltd (AOSL) insider gifts 3,000,000 shares to CHANG TRUST

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ALPHA & OMEGA SEMICONDUCTOR Ltd director and ten-percent owner Mike F. Chang reported a bona fide gift transfer of 3,000,000 Common Shares on August 13, 2026 to the CHANG TRUST for no consideration. He is trustee of the trust and his immediate family members are the sole beneficiaries, and he remains the beneficial owner of the shares held by the trust.

Following the transfer, Chang directly holds 560,540 Common Shares and indirectly holds 3,799,786 Common Shares through the CHANG TRUST. The reported holdings include unvested awards: 35,625 Performance Share Units, 45,000 Market-Based Performance Share Units, and 67,500 Restricted Share Units, while 22,500 additional PSU shares remain unvested and excluded.

Positive

  • None.

Negative

  • None.
Insider Chang Mike F
Role Director, 10% Owner
Type Security Shares Price Value
Gift Common Shares F1, F2, F3, F4 3,000,000 $0.00 $0.00
holding Common Shares -- -- --
Holdings After Transaction: Common Shares — 560,540 shares (Direct); Common Shares — 3,799,786 shares (Indirect, By CHANG TRUST)
Footnotes (4)
  1. F1. On August 13, 2026, the reporting person transferred 3,000,000 common shares to the CHANG TRUST for no consideration. The reporting person is the trustee of the trust, and members of the reporting person's immediately family are the sole beneficiaries of the trust. The reporting person remains the beneficial owner of the securities held by the trust.
  2. F2. Includes 35,625 unvested shares subject to the Performance Share Unit (PSU) granted on March 15, 2024 and March 17, 2025 which are subject to vesting upon satisfaction of service-based vesting conditions by the Reporting Person.
  3. F3. 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.
  4. F4. Includes an aggregate of 67,500 shares subject to Restricted Share Unit awards (RSU) granted on March 15, 2023, March 15, 2024, March 17, 2025, and March 16, 2026 which will be issued as such units vest in accordance with their terms, and excludes 22,500 unvested common shares subject to the PSU granted on March 16, 2026, which may become vested upon achievement of certain corporate performance goals in the future.
Gifted shares 3,000,000 Common Shares Bona fide gift transfer to CHANG TRUST on August 13, 2026
Direct holdings after transaction 560,540 Common Shares Shares directly held by Mike F. Chang following reported gift
Indirect holdings via CHANG TRUST 3,799,786 Common Shares Shares indirectly held through CHANG TRUST after transfer
Unvested PSU included 35,625 shares Performance Share Units granted March 15, 2024 and March 17, 2025
Unvested MSU included 45,000 shares Market-Based Performance Share Units granted July 1, 2018
Unvested RSU included 67,500 shares Restricted Share Unit awards granted 2023–2026
Excluded unvested PSU 22,500 shares PSU granted March 16, 2026, contingent on future performance goals
bona fide gift financial
"transaction code G with description "Bona fide gift""
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
Performance Share Unit (PSU) financial
"Includes 35,625 unvested shares subject to the Performance Share Unit (PSU)"
Market-Based Performance Share Unit (MSU) financial
"Includes 45,000 unvested shares subject to the Market-Based Performance Share Unit (MSU)"
Restricted Share Unit awards (RSU) financial
"Includes an aggregate of 67,500 shares subject to Restricted Share Unit awards (RSU)"

FAQ

What insider share transfer did AOSL director Mike F. Chang report?
Mike F. Chang reported a bona fide gift of 3,000,000 Common Shares on August 13, 2026 to the CHANG TRUST for no consideration, while remaining the beneficial owner of the transferred shares through his role as trustee.

How many AOSL shares does Mike F. Chang hold directly after this Form 4?
After the reported transactions, Mike F. Chang directly holds 560,540 Common Shares of ALPHA & OMEGA SEMICONDUCTOR Ltd. This direct position is separate from his indirect holdings through the CHANG TRUST reported in the same filing.

How many AOSL shares does the CHANG TRUST hold for Mike F. Chang’s benefit?
The CHANG TRUST holds 3,799,786 Common Shares of AOSL as an indirect holding for Mike F. Chang. He serves as trustee, and his immediate family members are the trust’s sole beneficiaries, while he remains beneficial owner of these securities.

Were there any sale transactions of AOSL shares in this Form 4 filing?
No sale transactions were reported. The Form 4 records a bona fide gift transfer of 3,000,000 AOSL Common Shares to the CHANG TRUST for no consideration, with Mike F. Chang continuing as beneficial owner of the trust-held shares.

What unvested equity awards for AOSL does Mike F. Chang have?
His reported holdings include 35,625 Performance Share Units, 45,000 Market-Based Performance Share Units, and 67,500 Restricted Share Units. An additional 22,500 PSU shares tied to March 16, 2026 performance goals are excluded as they remain unvested.

Does the AOSL Form 4 indicate a Rule 10b5-1 trading plan?
The filing’s Rule 10b5-1 checkbox is not affirmed for this transaction. The documented activity is a bona fide gift transfer of shares to the CHANG TRUST rather than an open-market trade under a trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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 Mike F
(Last)(First)(Middle)
475 OAKMEAD PARKWAY
(Street)
SUNNYVALE CALIFORNIA 94085
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
ALPHA & OMEGA SEMICONDUCTOR Ltd [ AOSL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Shares08/13/2026G3,000,000(1)D$0560,540(2)(3)(4)D
Common Shares3,799,786IBy CHANG TRUST
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On August 13, 2026, the reporting person transferred 3,000,000 common shares to the CHANG TRUST for no consideration. The reporting person is the trustee of the trust, and members of the reporting person's immediately family are the sole beneficiaries of the trust. The reporting person remains the beneficial owner of the securities held by the trust.
2. Includes 35,625 unvested shares subject to the Performance Share Unit (PSU) granted on March 15, 2024 and March 17, 2025 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 1, 2018 which are subject to vesting upon satisfaction of service-based vesting conditions by the Reporting Person.
4. Includes an aggregate of 67,500 shares subject to Restricted Share Unit awards (RSU) granted on March 15, 2023, March 15, 2024, March 17, 2025, and March 16, 2026 which will be issued as such units vest in accordance with their terms, and excludes 22,500 unvested common shares subject to the PSU granted on March 16, 2026, which may become vested upon achievement of certain corporate performance goals in the future.
Remarks:
/s/ Yanbing Hong, attorney-in-fact for Mike F. Chang08/14/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR