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Alpha & Omega (AOSL) EVP sells 1,832 shares under Rule 10b5-1 plan

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Alpha & Omega Semiconductor executive vice president of worldwide sales and business development, Bing Xue, completed an open-market sale of 1,832 common shares at $31.21 per share under a pre-arranged Rule 10b5-1 trading plan. After the sale, Xue directly holds 132,617 shares, which the disclosure notes include 22,500 unvested market-based performance share units, 18,750 unvested performance share units, and 38,750 shares subject to restricted share unit awards, while excluding 15,000 unvested common shares tied to a separate performance share unit grant.

Positive

  • None.

Negative

  • None.
Insider Xue Bing
Role EVP-WW Sales & Bus Development
Sold 1,832 shs ($57K)
Type Security Shares Price Value
Sale Common Share 1,832 $31.21 $57K
Holdings After Transaction: Common Share — 132,617 shares (Direct, null)
Footnotes (1)
  1. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 14, 2025. The price reported in Column 4 is the exact price at which all shares were sold. 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. 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. 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.
Shares sold 1,832 shares Open-market sale of common shares on 2026-04-16
Sale price $31.21 per share Exact price for all shares sold
Post-transaction holdings 132,617 shares Direct ownership after reported sale
Unvested MSUs 22,500 shares Market-Based Performance Share Units granted July 1, 2018
Unvested PSUs 18,750 shares Performance Share Units granted March 15, 2024 and March 17, 2025
RSU awards 38,750 shares Shares subject to RSU awards from 2023–2026 grants
Excluded PSU grant 15,000 shares Unvested common shares under PSU granted March 16, 2026
Rule 10b5-1 trading plan regulatory
"The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Market-Based Performance Share Unit (MSU) financial
"Includes 22,500 unvested shares subject to the Market-Based Performance Share Unit (MSU) granted on July 1, 2018"
Performance Share Unit (PSU financial
"Includes 18,750 unvested shares subject to the Performance Share Unit (PSU) granted on March 15, 2024 and March 17, 2025"
Restricted Share Unit awards (RSU) financial
"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"
unvested common shares financial
"excludes 15,000 unvested common shares subject to the PSU granted on March 16, 2026"
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).
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP-WW Sales & Bus Development
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/16/2026
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 Share04/16/2026S1,832(1)D$31.21(2)132,617(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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.
Remarks:
/s/ Yanbing Hong, attorney-in-fact for Bing Xue04/20/2026
** 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)

FAQ

What insider transaction did AOSL executive Bing Xue report?

Bing Xue reported an open-market sale of 1,832 Alpha & Omega Semiconductor common shares at $31.21 per share. This Form 4 filing reflects a pre-planned trade under a Rule 10b5-1 trading plan rather than a discretionary same-day decision.

How many AOSL shares does Bing Xue hold after this Form 4 sale?

After the sale, Bing Xue directly holds 132,617 Alpha & Omega Semiconductor shares. This figure includes multiple categories of unvested MSUs, PSUs, and RSUs that may vest over time, as detailed in the footnotes to the Form 4 filing.

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

Yes. The filing states the sales were made under a Rule 10b5-1 trading plan adopted by Bing Xue on August 14, 2025. Such plans schedule trades in advance, reducing the significance of short-term market timing decisions.

What price did AOSL executive Bing Xue receive for the sold shares?

The Form 4 reports an exact sale price of $31.21 per share for all 1,832 common shares sold. A footnote clarifies that this is the precise price at which every share in this transaction was executed.

What unvested performance-based AOSL shares are included in Bing Xue’s holdings?

Xue’s reported holdings include 22,500 unvested market-based performance share units (MSUs) and 18,750 unvested performance share units (PSUs). These are subject to service-based vesting conditions and may vest if those conditions are satisfied.

What restricted share units (RSUs) and excluded PSUs does Bing Xue have at AOSL?

The filing notes 38,750 shares subject to restricted share unit (RSU) awards that will be issued as they vest. It also mentions 15,000 unvested common shares under a PSU grant that are excluded and may vest upon future corporate performance goals.