Alpha & Omega (AOSL) CEO granted RSUs as shares withheld for taxes

Rhea-AI Filing Summary

Alpha & Omega Semiconductor CEO Stephen Chunping Chang reported equity compensation and related tax withholding transactions involving the company’s common shares. On March 16, 2026, he received two grants totaling 135,000 common shares at no cost, structured as restricted and performance-based share units that vest over multiple years, subject to continued service and corporate performance goals.

On the same date, a total of 43,483 shares were withheld at $21.43 per share to cover tax obligations arising from vesting of earlier restricted and performance share unit awards. After these grants and tax withholdings, Chang directly owns 656,379 common shares, in addition to various unvested RSU, PSU, and MSU awards that may settle in shares as vesting and performance conditions are met.

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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 Share	03/16/2026		A		67,500(1)	A	$0	632,362(2)(3)(4)	D
Common Share	03/16/2026		F		25,644(5)	D	$21.43	606,718(2)(3)(4)	D
Common Share	03/16/2026		F		17,839(6)	D	$21.43	588,879(2)(3)(4)	D
Common Share	03/16/2026		A		67,500(7)	A	$0	656,379(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. The Restricted Share Unit (RSU) shall vest in equal annual installments over four (4) years from March 16, 2026, provided that the Reporting Person remains in the Issuer's service through each such vesting date.

2. Includes 22,500 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.

3. Includes 79,375 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.

4. Includes an aggregate of 161,250 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 67,500 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.

5. Shares withheld to satisfy the Issuer's tax withholding obligation upon vesting of Restricted Share Units (RSU) granted on March 15, 2022, March 15, 2023, March 15, 2024, and March 17, 2025.

6. Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of Performance Share Units (PSU) granted on March 15, 2022, March 15, 2024, and March 17, 2025.

7. Represents PSU granted on March 17, 2025 upon the achievement of specified performance goals as certified previously by the Compensation Committee on March 5, 2026 and the issuance of shares thereunder is subject to vesting in four equal annual installment commencing on March 17, 2026 provided that the Reporting Person remains in the issuer's service through each such vesting date.

Remarks:

	/s/ Yanbing Hong, attorney-in-fact for Stephen Chang	03/18/2026
	** 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 transactions did AOSL CEO Stephen Chang report on March 16, 2026?

AOSL CEO Stephen Chang reported equity grants and related tax withholdings on March 16, 2026. He received 135,000 common shares via new restricted and performance-based awards, while 43,483 shares were withheld to satisfy tax obligations from previously granted RSU and PSU awards that vested.

How many Alpha & Omega (AOSL) shares does the CEO hold after these Form 4 transactions?

After these transactions, CEO Stephen Chang directly holds 656,379 Alpha & Omega common shares. This figure reflects the impact of both the 135,000-share equity grants and 43,483 shares withheld for taxes, plus prior holdings reported in the filing’s running share-balance disclosures.

Were the AOSL CEO’s March 2026 share disposals open-market sales?

The reported share disposals were not open-market sales. They were F-code transactions where 43,483 shares were withheld by Alpha & Omega to cover tax liabilities triggered by vesting RSU and PSU awards granted in prior years, a standard compensation-related mechanism.

What are the vesting terms of the AOSL CEO’s new RSU awards?

The new restricted share unit awards granted on March 16, 2026 vest in equal annual installments over four years from that date. Vesting requires that CEO Stephen Chang remain in Alpha & Omega’s service on each vesting date, aligning compensation with continued tenure.

What unvested equity awards does the AOSL CEO hold in addition to common shares?

In addition to common shares, the CEO holds unvested MSU, PSU, and RSU awards. These include 22,500 market-based MSU shares, 79,375 PSU shares from 2024 and 2025 grants, and 161,250 RSU shares from grants between 2023 and 2026, all subject to future vesting conditions.

How were tax obligations satisfied for the AOSL CEO’s prior RSU and PSU vesting?

Tax obligations from vesting prior RSU and PSU awards were satisfied by share withholding. Specifically, 25,644 shares related to RSU vesting and 17,839 shares related to PSU vesting were withheld by Alpha & Omega at $21.43 per share to meet required tax liabilities.