STOCK TITAN

Alpha & Omega director gifts 100,947 shares

ALPHA & OMEGA SEMICONDUCTOR Ltd (AOSL) insider Mike F. Chang, a director and more-than-10% owner, reported a bona fide gift transfer of 100,947 common shares on August 24, 2026 from the CHANG Trust for no consideration.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ALPHA & OMEGA SEMICONDUCTOR Ltd (AOSL) insider Mike F. Chang, a director and more-than-10% owner, reported a bona fide gift transfer of 100,947 common shares on August 24, 2026 from the CHANG Trust for no consideration. The trust’s beneficiaries are his immediate family, and he remains the beneficial owner of the trust’s holdings, which total 3,698,839 common shares after the gift. He also directly holds 560,540 common shares, including unvested MSUs, PSUs and RSUs that are subject to service-based and performance-based vesting conditions.

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Insider Chang Mike F
Role Director, 10% Owner
Type Security Shares Price Value
Gift Common Shares F1 100,947 $0.00 $0.00
holding Common Shares F2, F3, F4 -- -- --
Holdings After Transaction: Common Shares — 3,698,839 shares (Indirect, By CHANG TRUST); Common Shares — 560,540 shares (Direct)
Footnotes (4)
  1. F1. On August 24, 2026, the CHANG Trust gifted 100,947 common shares 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 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. F3. 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. F4. 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 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 common shares 100,947 shares Bona fide gift by the CHANG Trust on August 24, 2026
Indirect holdings after transaction 3,698,839 shares Common shares held by the CHANG Trust after the gift
Direct holdings after transaction 560,540 shares Common shares directly held by Mike F. Chang after the reported transactions
Unvested MSU shares 45,000 shares Market-Based Performance Share Unit grant dated July 1, 2018, subject to service-based vesting
Unvested PSU shares (2024–2025 grants) 35,625 shares Performance Share Units granted March 15, 2024 and March 17, 2025, subject to service-based vesting
RSU shares included 67,500 shares Shares subject to RSU awards from March 15, 2023 through March 16, 2026 that will be issued as units vest
Excluded PSU shares (performance-based) 22,500 shares Unvested PSUs from March 16, 2026 grant, vesting only upon achievement of corporate performance goals
Bona fide gift regulatory
"The transaction code is described as a Bona fide gift"
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 45,000 unvested shares subject to the Market-Based Performance Share Unit (MSU)"
Performance Share Unit (PSU) financial
"Includes 35,625 unvested shares subject to the Performance Share Unit (PSU)"
Restricted Share Unit (RSU) financial
"Includes an aggregate of 67,500 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 insider transaction did AOSL director Mike F. Chang report?

He reported a bona fide gift of 100,947 AOSL common shares on August 24, 2026, made by the CHANG Trust for no consideration to members of his immediate family, while he remains the beneficial owner of the trust’s remaining shares.

How many AOSL shares does the CHANG Trust hold after the reported gift?

After the gift, the CHANG Trust holds 3,698,839 AOSL common shares. Mike F. Chang is the trustee of the trust, and his immediate family members are its sole beneficiaries, while he remains the beneficial owner of those securities.

What are Mike F. Chang’s direct AOSL share holdings after this Form 4?

His reported direct holdings are 560,540 AOSL common shares. This amount includes unvested shares and units from MSU, PSU, and RSU awards that are subject to service-based and, in some cases, corporate performance-based vesting conditions.

Was the AOSL insider gift transaction made under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not affirmed, and the footnotes do not indicate that this 100,947-share gift by the CHANG Trust was executed pursuant to a Rule 10b5-1 or similar pre-arranged trading plan.

What equity awards are included in Mike F. Chang’s reported AOSL holdings?

His holdings include 45,000 unvested MSU shares from a July 1, 2018 grant, 35,625 unvested PSU shares from March 15, 2024 and March 17, 2025 grants, and 67,500 RSU shares from grants between 2023 and 2026 that will be issued as they vest.

Are any AOSL performance share awards excluded from the reported direct holdings?

Yes. The filing states it excludes 22,500 unvested PSU shares from a March 16, 2026 grant, which may vest only upon achievement of specified corporate performance goals in the future.

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

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Learn about SEC filing dates
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)
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 Shares08/24/2026G100,947(1)D$03,698,839IBy CHANG TRUST
Common Shares560,540(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 CHANG Trust gifted 100,947 common shares 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 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 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. 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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