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Mike Chang (AOSL) reports 45,000-share RSU grants and tax withholding

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ALPHA & OMEGA SEMICONDUCTOR Ltd director and 10% owner Mike F. Chang reported equity compensation activity involving common shares. On March 16, 2026, he received two stock awards totaling 45,000 common shares at no cost, described as Restricted Share Unit grants that vest in equal annual installments over four years from that date, subject to continued service.

On the same date, the issuer withheld 27,813 common shares at $21.43 per share to cover tax obligations upon the vesting of earlier RSU and Performance Share Unit grants. After these grant and tax-withholding entries, Chang directly holds 4,364,261 common shares, including multiple unvested RSU, PSU, and market-based PSU awards that remain subject to service-based and, in some cases, performance-based vesting conditions.

Positive

  • None.

Negative

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Insights

Routine stock awards and tax withholding entries, not open-market trading.

Mike F. Chang, a director and more than 10% owner of ALPHA & OMEGA SEMICONDUCTOR Ltd, reported two stock awards totaling 45,000 common shares on March 16, 2026. These are Restricted Share Unit grants that vest over four years, contingent on continued service.

The filing also shows 27,813 common shares withheld at $21.43 per share to satisfy tax obligations from previously granted RSU and Performance Share Unit awards. These are code F transactions, meaning they are non-market dispositions to cover taxes rather than discretionary sales in the open market.

Following these entries, Chang directly owns 4,364,261 common shares, with substantial additional exposure through unvested RSU, PSU, and market-based PSU awards referenced in the footnotes. Overall, this pattern reflects ongoing equity-based compensation and related tax withholding, which is typically viewed as administrative rather than a directional signal about the company’s prospects.

Insider Chang Mike F
Role Director, 10% Owner
Type Security Shares Price Value
Grant/Award Common Shares 22,500 $0.00 --
Tax Withholding Common Shares 17,984 $21.43 $385K
Tax Withholding Common Shares 9,829 $21.43 $211K
Grant/Award Common Shares 22,500 $0.00 --
Holdings After Transaction: Common Shares — 4,392,074 shares (Direct)
Footnotes (1)
  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. 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 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 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. 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. 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. 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.
Form 4 Insider Transactions: What Each Field Means →
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)
03/16/2026		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 Shares03/16/2026A22,500(1)A$04,392,074(2)(3)(4)D
Common Shares03/16/2026F17,984(5)D$21.434,374,090(2)(3)(4)D
Common Shares03/16/2026F9,829(6)D$21.434,364,261(2)(3)(4)D
Common Shares03/16/2026A22,500(7)A$04,386,761(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. 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 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.
3. 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.
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.
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 Mike F. Chang03/18/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Mike F. Chang report for AOSL on March 16, 2026?

Mike F. Chang reported receiving 45,000 common shares as stock awards and having 27,813 shares withheld for taxes on March 16, 2026. All entries involved equity compensation and tax withholding, with no open-market purchases or sales of ALPHA & OMEGA SEMICONDUCTOR Ltd shares.

How many AOSL shares did Mike F. Chang receive as equity awards in this Form 4?

He received 45,000 common shares through two grant transactions coded as awards. Footnotes describe these as Restricted Share Units vesting in equal annual installments over four years from March 16, 2026, contingent on Chang remaining in the company’s service on each vesting date.

Why were 27,813 AOSL shares withheld in Mike F. Chang’s March 2026 Form 4?

The 27,813 shares were withheld to satisfy ALPHA & OMEGA SEMICONDUCTOR Ltd’s tax withholding obligations on vesting RSU and PSU awards. Footnotes specify they relate to grants made in 2022, 2023, 2024, and 2025 and are not open-market sales, but administrative tax payments.

How many ALPHA & OMEGA SEMICONDUCTOR (AOSL) shares does Mike F. Chang own after these transactions?

After the reported grant and tax-withholding entries, Mike F. Chang directly owns 4,364,261 common shares. Footnotes indicate this figure includes various unvested RSU, PSU, and market-based PSU awards that are still subject to service-based and, in some cases, performance-based vesting conditions.

Are the transactions in this AOSL Form 4 open-market trades by Mike F. Chang?

No, the transactions are equity awards and tax withholding entries, not open-market trades. The grants are coded as awards at zero price, while code F transactions reflect shares withheld by ALPHA & OMEGA SEMICONDUCTOR Ltd to cover tax liabilities on previously granted stock-based compensation.

What vesting terms apply to Mike F. Chang’s new AOSL RSU award from March 16, 2026?

The Restricted Share Unit award vests in equal annual installments over four years starting March 16, 2026. Vesting requires that Mike F. Chang remain in ALPHA & OMEGA SEMICONDUCTOR Ltd’s service on each vesting date, aligning the award’s value with his continued tenure at the company.