AOSL (NASDAQ: AOSL) director Mike Chang gifts 39,780 shares to CHANG TRUST

Rhea-AI Filing Summary

ALPHA & OMEGA SEMICONDUCTOR Ltd director and 10% owner Mike F. Chang reported an internal share transfer involving a bona fide gift of common shares. On May 26, 2026, he transferred 39,780 common shares for no consideration as a gift.

These shares were moved to the CHANG TRUST, where he serves as trustee and his immediate family members are the sole beneficiaries. After the transfer, he directly holds 3,614,294 common shares and indirectly holds 776,032 common shares through the trust, while remaining the beneficial owner of the trust’s shares. The filing also notes unvested performance and restricted share units that may vest over time, but no option exercises or open-market trades.

Insights

Insider transactions analyst

Filing shows a non-cash gift and routine estate planning move, not a market trade.

The report centers on a bona fide gift of 39,780 common shares by Mike F. Chang, moved to the CHANG TRUST for no consideration. He remains the beneficial owner and trustee, and family members benefit from the trust.

Following the transaction, he directly holds 3,614,294 shares and indirectly holds 776,032 through the trust. The filing also lists unvested PSUs, MSUs, and RSUs that may vest upon service and performance conditions, but there are no open-market purchases or sales, so the informational signal for investors is limited.

Insider Trade Summary

39,780 shares gifted

Mixed 2 txns

Insider Chang Mike F

Role null

Type	Security	Shares	Price	Value
Gift	Common Shares	39,780	$0.00	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 3,614,294 shares (Direct, null); Common Shares — 776,032 shares (Indirect, By CHANG TRUST)

Footnotes (1)

1. On May 26, 2026, the reporting person transferred 39,780 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. 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. 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. 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.

Key Figures

Gifted shares: 39,780 shares Direct holdings after transaction: 3,614,294 shares Indirect holdings via CHANG TRUST: 776,032 shares +4 more

7 metrics

Gifted shares 39,780 shares Bona fide gift on May 26, 2026

Direct holdings after transaction 3,614,294 shares Common shares held directly after gift

Indirect holdings via CHANG TRUST 776,032 shares Common shares held indirectly through trust

Unvested PSUs 35,625 shares Performance Share Units granted March 15, 2024 and March 17, 2025

Unvested MSUs 45,000 shares Market-Based Performance Share Units granted July 1, 2018

Unvested RSUs 67,500 shares Restricted Share Units granted 2023–2026

Excluded 2026 PSU shares 22,500 shares Unvested PSU grant dated March 16, 2026

Key Terms

bona fide gift, Performance Share Unit (PSU), Market-Based Performance Share Unit (MSU), Restricted Share Unit awards (RSU), +1 more

5 terms

bona fide gift financial

"transaction_code_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) granted..."

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)..."

beneficial owner financial

"The reporting person remains the beneficial owner of the securities held by the trust."

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Form 4 Insider Transactions: What Each Field Means →

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
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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	05/26/2026		G		39,780(1)	D	$0	3,614,294(2)(3)(4)	D
Common Shares								776,032	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On May 26, 2026, the reporting person transferred 39,780 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. Chang	05/28/2026
	** 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).
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)

FAQ

What insider share transfer did AOSL director Mike F. Chang report?

Mike F. Chang reported a bona fide gift of 39,780 common shares of ALPHA & OMEGA SEMICONDUCTOR Ltd. The shares were transferred for no consideration to the CHANG TRUST, where he is trustee and remains the beneficial owner of the trust’s holdings.

How many AOSL shares does Mike F. Chang hold after this Form 4?

After the reported transactions, Mike F. Chang directly holds 3,614,294 common shares of AOSL and indirectly holds 776,032 common shares through the CHANG TRUST. He remains the beneficial owner of the shares held by the trust according to the filing footnote.

What is the CHANG TRUST’s role in Mike F. Chang’s AOSL holdings?

The CHANG TRUST holds 776,032 common shares of AOSL indirectly for Mike F. Chang. He is trustee and his immediate family members are sole beneficiaries, while he remains the beneficial owner of the trust’s AOSL shares as disclosed in the footnotes.

Did the AOSL Form 4 disclose any open-market share sales or purchases?

The Form 4 for AOSL did not disclose any open-market share sales or purchases. It reported a bona fide gift of 39,780 shares to the CHANG TRUST and one holding entry, with no option exercises or price-based market transactions indicated in the data.

What unvested AOSL equity awards are mentioned for Mike F. Chang?

The filing notes unvested equity awards including 35,625 PSUs, 45,000 MSUs, and 67,500 RSUs. These awards vest based on service and, for some grants, performance conditions, and represent additional potential share issuance to Chang over time.

How many AOSL PSU shares from 2026 are excluded from current holdings?

The footnotes state that 22,500 unvested common shares subject to a PSU grant dated March 16, 2026 are excluded. These may become vested only upon achievement of specified corporate performance goals in the future, so they are not yet counted as issued shares.