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Alpha & Omega CEO gifts 100,947 shares to trust

ALPHA & OMEGA SEMICONDUCTOR Ltd (symbol: AOSL) is the issuer of record for a Form 4 filing submitted to the SEC.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ALPHA & OMEGA SEMICONDUCTOR Ltd (symbol: AOSL) is the issuer of record for a Form 4 filing submitted to the SEC. Chang Stephen Chunping reported acquisition or exercise transactions in this Form 4 filing.

ALPHA & OMEGA SEMICONDUCTOR Ltd (AOSL) reported that Chief Executive Officer and director Stephen Chunping Chang transferred 100,947 common shares on August 24, 2026 as a bona fide gift to the STEPHEN CHUPING CHANG TTEE TRUST, for no consideration, and continues to be the beneficial owner of those shares held indirectly through the trust.

After this transaction, he reports 100,947 common shares held indirectly via the trust and 634,070 common shares held directly, which include various unvested market-based performance share units, performance share units, and restricted share unit awards.

Positive

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Insider Chang Stephen Chunping
Role Chief Executive Officer
Type Security Shares Price Value
Gift Common Share F1 100,947 $0.00 $0.00
holding Common Share F2, F3, F4 -- -- --
Holdings After Transaction: Common Share — 100,947 shares (Indirect, By STEPHEN CHUPING CHANG TTEE TRUST); Common Share — 634,070 shares (Direct)
Footnotes (4)
  1. F1. On August 24, 2026, the reporting person received 100,947 common shares to the STEPHEN CHUPING CHANG TTEE 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 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. F3. 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. F4. 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 shares subject to the PSU granted on March 16, 2026, which may become vested upon achievement of certain corporate performance goals in the future.
Shares transferred to trust 100,947 common shares Bona fide gift to STEPHEN CHUPING CHANG TTEE TRUST on August 24, 2026
Indirect holdings after transaction 100,947 common shares Held indirectly via STEPHEN CHUPING CHANG TTEE TRUST after gift transfer
Direct holdings after transaction 634,070 common shares Directly held by Stephen Chunping Chang following the reported events
Unvested MSU shares included in direct holdings 22,500 shares Market-Based Performance Share Unit (MSU) granted July 1, 2018, subject to service-based vesting
Unvested PSU shares included in direct holdings 79,375 shares Performance Share Units granted March 15, 2024 and March 17, 2025, subject to service-based vesting
RSU shares included in direct holdings 161,250 shares Restricted Share Unit awards granted in 2023–2026, issuable as units vest
Excluded unvested PSU shares 67,500 shares PSUs granted March 16, 2026 that may vest upon achievement of corporate performance goals
bona fide gift regulatory
"reported as a bona fide gift to the STEPHEN CHUPING CHANG TTEE TRUST"
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.
Market-Based Performance Share Unit (MSU) financial
"Includes 22,500 unvested shares subject to the Market-Based Performance Share Unit (MSU)"
Performance Share Unit (PSU) financial
"Includes 79,375 unvested shares subject to the Performance Share Unit (PSU)"
Restricted Share Unit awards (RSU) financial
"Includes an aggregate of 161,250 shares subject to Restricted Share Unit awards (RSU)"
beneficial owner regulatory
"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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did AOSL CEO Stephen Chunping Chang report on this Form 4?

He reported that on August 24, 2026 he transferred 100,947 common shares as a bona fide gift to the STEPHEN CHUPING CHANG TTEE TRUST for no consideration, and he remains the beneficial owner of the shares held by that trust.

How many AOSL shares did the CEO move into the trust?

The CEO transferred 100,947 common shares of ALPHA & OMEGA SEMICONDUCTOR Ltd to the STEPHEN CHUPING CHANG TTEE TRUST on August 24, 2026 as a bona fide gift, with no consideration paid for the transfer.

What are Stephen Chunping Chang’s indirect holdings in AOSL after the reported transaction?

Following the transaction, he reports 100,947 common shares held indirectly through the STEPHEN CHUPING CHANG TTEE TRUST, where he serves as trustee and his immediate family members are the sole beneficiaries.

What are Stephen Chunping Chang’s direct AOSL share holdings after this Form 4?

He reports 634,070 common shares held directly. This figure includes unvested awards such as market-based performance share units, performance share units, and restricted share unit awards described in the footnotes.

What unvested equity awards in AOSL does the CEO report as part of his direct holdings?

His direct holdings include 22,500 unvested market-based performance share units (MSUs), 79,375 unvested performance share units (PSUs), and 161,250 shares subject to restricted share unit (RSU) awards, all subject to service-based vesting terms.

Are any AOSL performance share units excluded from the CEO’s reported direct holdings?

Yes. The disclosure excludes 67,500 unvested PSUs granted on March 16, 2026, which may vest only upon achievement of specified corporate performance goals in the future.

Were the AOSL share transactions reported under a Rule 10b5-1 trading plan?

No. The filing indicates no Rule 10b5-1 trading plan is reported in connection with these transactions.

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

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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 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/24/2026
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 Share08/24/2026G100,947(1)A$0100,947IBy STEPHEN CHUPING CHANG TTEE TRUST
Common Share634,070(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On August 24, 2026, the reporting person received 100,947 common shares to the STEPHEN CHUPING CHANG TTEE 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 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 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 Stephen Chang09/11/2026
** 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)

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