Alpha & Omega (NASDAQ: AOSL) EVP nets stock grants, small 10b5-1 sale

Rhea-AI Filing Summary

ALPHA & OMEGA SEMICONDUCTOR Ltd EVP Xue Bing reported mixed share transactions involving sales, equity awards, and tax withholding. On March 16, 2026, he sold 2,408 common shares in an open-market transaction at $21.92 per share under a pre-arranged Rule 10b5-1 trading plan.

On the same date, he received two equity grants totaling 30,000 common shares at no cash cost, described as grant or award acquisitions. The company withheld 9,182 shares at $21.43 per share to cover tax obligations related to vesting of Restricted Share Units and Performance Share Units, which is not an open-market sale.

After these transactions, Xue Bing directly held 134,449 common shares. This position includes unvested Market-Based Performance Share Units, Performance Share Units, and multiple Restricted Share Unit awards that will vest over time if continued service and specified performance and service 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

OMB APPROVAL

OMB Number:			3235-0287
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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).

X

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^*

Xue Bing

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP-WW Sales & Bus Development

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		S		2,408(1)	D	$21.92(2)	113,631(3)(4)(5)	D
Common Share	03/16/2026		A		15,000(6)	A	$0	128,631(3)(4)(5)	D
Common Share	03/16/2026		F		5,598(7)	D	$21.43	123,033(3)(4)(5)	D
Common Share	03/16/2026		F		3,584(8)	D	$21.43	119,449(3)(4)(5)	D
Common Share	03/16/2026		A		15,000(9)	A	$0	134,449(3)(4)(5)	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 sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 14, 2025.

2. The price reported in Column 4 is the exact price at which all shares were sold.

3. 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.

4. Includes 18,750 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.

5. Includes an aggregate of 38,750 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 15,000 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.

6. 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.

7. 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.

8. 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.

9. 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 Bing Xue	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 executive Xue Bing report on March 16, 2026?

Xue Bing reported a small open-market sale and larger equity awards. He sold 2,408 Alpha & Omega common shares at $21.92 each and received 30,000 shares through stock grants, while 9,182 shares were withheld to cover tax obligations on vesting awards.

Was the AOSL insider share sale by EVP Xue Bing pre-planned under a Rule 10b5-1 plan?

Yes. The filing states the 2,408-share sale at $21.92 per share was executed under a Rule 10b5-1 trading plan adopted on August 14, 2025, indicating the sale was pre-scheduled rather than a discretionary market-timing decision.

How many AOSL shares did EVP Xue Bing hold after the reported Form 4 transactions?

After all reported transactions, Xue Bing directly held 134,449 Alpha & Omega common shares. This balance includes both vested shares and various unvested performance-based and time-based awards that may vest over future service and performance periods.

What stock awards did AOSL grant to EVP Xue Bing in the latest Form 4?

The Form 4 shows two grant or award acquisitions totaling 30,000 Alpha & Omega common shares at a price of $0.00 per share. Footnotes describe these as Restricted Share Unit and Performance Share Unit awards that vest over multiple years, subject to service and performance conditions.

How were tax obligations handled for AOSL EVP Xue Bing’s vesting RSUs and PSUs?

The company satisfied tax withholding by retaining 9,182 shares rather than using cash. These F-code transactions reflect shares withheld at $21.43 per share when Restricted Share Units and Performance Share Units vested, and are not open-market sales by the executive.

What unvested equity awards does AOSL EVP Xue Bing have following this Form 4?

Footnotes indicate he holds unvested Market-Based Performance Share Units and Performance Share Units, plus 38,750 Restricted Share Unit awards. Additional PSUs granted on March 16, 2026 are excluded until performance goals are met, and all such awards vest over future service periods.