Alpha & Omega (NASDAQ: AOSL) COO gets 20K shares, 5,539 withheld for taxes

Rhea-AI Filing Summary

Alpha & Omega Semiconductor’s Chief Operating Officer Wenjun Li reported equity compensation changes. On March 16, 2026, Li received two grants of 10,000 common shares each at no cost, structured as Restricted Share Units that vest in equal annual installments over four years from March 16, 2026, subject to continued service.

The company withheld 3,272 and 2,267 common shares at $21.43 per share to cover tax obligations upon vesting of prior RSU and Performance Share Unit awards. After these transactions, Li directly holds 86,626 common shares. Footnotes note additional unvested awards, including 7,500 market-based PSUs granted in 2018, 12,500 PSUs granted in 2024 and 2025, and 25,000 RSUs granted from 2023–2026, plus a 10,000-share PSU granted March 16, 2026 that vests only if future corporate performance goals are achieved.

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

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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^*

Li Wenjun

(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)
	Chief Operating Officer

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		A		10,000(1)	A	$0	82,165(2)(3)(4)	D
Common Share	03/16/2026		F		3,272(5)	D	$21.43	78,893(2)(3)(4)	D
Common Share	03/16/2026		F		2,267(6)	D	$21.43	76,626(2)(3)(4)	D
Common Share	03/16/2026		A		10,000(7)	A	$0	86,626(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 7,500 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 12,500 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 25,000 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 10,000 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.

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 Wenjun Li	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 COO Wenjun Li report on March 16, 2026?

Li reported equity compensation activity on March 16, 2026. He received two grants of 10,000 Alpha & Omega Semiconductor common shares each at no cost and had 5,539 shares withheld at $21.43 per share to satisfy the company’s tax withholding obligations on prior RSU and PSU vesting.

How many Alpha & Omega Semiconductor shares does the COO hold after these Form 4 transactions?

Following the reported transactions, COO Wenjun Li directly holds 86,626 Alpha & Omega Semiconductor common shares. This figure reflects the net result of the new awards granted and shares withheld for tax purposes, as disclosed in the Form 4 totals for common share ownership after the transactions.

Were the AOSL Form 4 transactions open-market buys or sells by the COO?

The transactions were compensation-related, not open-market trades. The Form 4 shows share grants coded “A” as awards at no cost and dispositions coded “F” where 5,539 shares were withheld by the issuer solely to cover tax liabilities on vesting RSU and PSU awards.

What are the vesting terms of the new RSU and PSU grants to AOSL’s COO?

The new Restricted Share Unit grant dated March 16, 2026 vests in equal annual installments over four years, contingent on Wenjun Li remaining in service. A Performance Share Unit grant from March 17, 2025 also vests in four annual installments starting March 17, 2026, after performance goals were certified on March 5, 2026.

What additional unvested equity awards does the AOSL COO have outstanding?

Footnotes show Li has 7,500 unvested market-based PSUs from July 1, 2018, 12,500 unvested PSUs from March 15, 2024 and March 17, 2025, and 25,000 RSUs from grants in 2023–2026. They also reference 10,000 PSUs granted March 16, 2026 that vest only if future corporate performance goals are met.