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Alpha & Omega Semiconductor (AOSL) insider moves 23,754 shares into family trust

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ALPHA & OMEGA SEMICONDUCTOR Ltd director and 10% owner Mike F. Chang reported an internal equity transfer. On July 13, 2026 he made a bona fide gift of 23,754 common shares to the CHANG TRUST for no consideration and remains the beneficial owner. Following the transfer he holds 3,560,540 shares directly and 799,786 shares indirectly through the trust, plus additional unvested PSU, MSU and RSU awards.

Positive

  • None.

Negative

  • None.
Insider Chang Mike F
Role Director, 10% Owner
Type Security Shares Price Value
Gift Common Shares 23,754 $0.00 --
holding Common Shares -- -- --
Holdings After Transaction: Common Shares — 3,560,540 shares (Direct); Common Shares — 799,786 shares (Indirect, By CHANG TRUST)
Footnotes (1)
  1. On July 13, 2026, the reporting person transferred 23,754 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.
Gifted shares 23,754 common shares Bona fide gift to CHANG TRUST on July 13, 2026 for no consideration
Direct common shares held 3,560,540 shares Common shares owned directly by Mike F. Chang after the gift
Indirect shares via CHANG TRUST 799,786 shares Common shares held indirectly through the CHANG TRUST after the transfer
Unvested PSUs 35,625 shares Unvested shares subject to PSUs granted March 15, 2024 and March 17, 2025
Unvested MSUs 45,000 shares Unvested shares subject to MSU granted July 1, 2018
RSU awards 67,500 shares Aggregate shares subject to RSU awards granted 2023–2026
Excluded PSU shares 22,500 shares Unvested PSU shares from March 16, 2026 grant excluded pending performance
bona fide gift financial
"transaction code description: Bona fide gift of 23,754 common shares"
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)..."
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.

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FAQ

What insider transaction did Mike F. Chang report for AOSL?

Mike F. Chang reported a bona fide gift of 23,754 AOSL common shares on July 13, 2026. The shares were transferred for no consideration to the CHANG TRUST, a family trust, while he remains the beneficial owner of the securities held by the trust.

How many AOSL shares does Mike F. Chang hold after the reported gift?

After the gift, Mike F. Chang holds 3,560,540 AOSL common shares directly and 799,786 shares indirectly through the CHANG TRUST. These holdings also reflect various unvested PSU, MSU and RSU awards described in the footnotes to the Form 4.

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

The CHANG TRUST holds 799,786 AOSL common shares for the benefit of members of Chang’s immediate family. He serves as trustee and remains the beneficial owner of the trust’s securities, retaining economic interest and effective ownership despite the gift transfer.

What unvested equity awards in AOSL does Mike F. Chang have?

His position includes 35,625 unvested shares under PSUs granted in 2024 and 2025, 45,000 unvested shares under an MSU granted in 2018, and 67,500 shares subject to RSU awards, while 22,500 PSU-linked shares from 2026 grants are excluded pending performance.

Does the 23,754-share AOSL transfer generate any cash for Mike F. Chang?

No. The 23,754 AOSL shares were transferred to the CHANG TRUST for no consideration, so Chang did not receive sale proceeds. It is characterized as a bona fide gift rather than a market transaction or open-market sale.

Is the 23,754-share AOSL transaction a market sale of stock?

The transaction is described as a bona fide gift of 23,754 AOSL common shares to a family trust, not a market sale. The reporting person remains the beneficial owner, indicating an internal estate and ownership structuring move rather than a disposition into the open market.
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)
07/13/2026
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 Shares07/13/2026G23,754(1)D$03,560,540(2)(3)(4)D
Common Shares799,786IBy 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 July 13, 2026, the reporting person transferred 23,754 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. Chang07/15/2026
** 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)