AOSL (AOSL) EVP Bing Xue sells 2,460 shares under 10b5-1 plan

Rhea-AI Filing Summary

Alpha & Omega Semiconductor executive vice president of worldwide sales and business development, Bing Xue, sold 2,460 common shares in an open-market transaction at $22.33 per share. After this sale, Xue still holds 116,039 common shares, reflecting a substantial ongoing stake in the company.

The transaction was carried out under a pre-arranged Rule 10b5-1 trading plan adopted by Xue on August 14, 2025. The reported holdings include unvested equity awards, such as performance share units, market-based performance share units, and restricted share units that vest over time or upon meeting performance conditions.

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).

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 CA 94085

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/17/2026		S		2,460(1)	D	$22.33(2)	116,039(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 14,154 unvested shares subject to the Performance Share Unit (PSU) granted on March 15, 2022 and March 15, 2024 which are subject to vesting upon satisfaction of service-based vesting conditions by the Reporting Person.

4. 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.

5. Includes an aggregate of 40,000 shares subject to Restricted Share Unit awards (RSU) granted on March 15, 2022, March 15, 2023, March 15, 2024, and March 17, 2025 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 17, 2025, which may become vested upon achievement of certain corporate performance goals in the future.

Remarks:

	/s/ Yanbing Hong, attorney-in-fact for Bing Xue	02/18/2026
	** 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.

FAQ

What insider transaction did AOSL executive Bing Xue report on this Form 4?

Bing Xue reported selling 2,460 Alpha & Omega Semiconductor common shares in an open-market transaction at $22.33 per share. The filing shows this as a routine sale, with Xue retaining a significant remaining ownership position in the company after the transaction.

How many AOSL shares does Bing Xue hold after the reported sale?

After the sale, Bing Xue holds 116,039 Alpha & Omega Semiconductor common shares. This total includes various unvested equity awards, such as performance share units and restricted share units, which may vest over time or upon meeting specified performance and service conditions.

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

Yes. The filing states that Bing Xue’s sale was made under a Rule 10b5-1 trading plan adopted on August 14, 2025. Such plans pre-schedule trades, helping insiders diversify or monetize holdings while reducing concerns about trading on non-public information.

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

The Form 4 reports that all 2,460 Alpha & Omega Semiconductor shares were sold at an exact price of $22.33 per share. A footnote clarifies that this figure is the precise sale price for every share included in the reported transaction.

What types of unvested equity awards does Bing Xue hold in AOSL?

Bing Xue’s reported holdings include unvested performance share units (PSUs), market-based performance share units (MSUs), and restricted share units (RSUs). These awards can vest based on continued service and, for some grants, achievement of specified corporate performance and market-based goals.

Does the Form 4 indicate any excluded AOSL performance share units for Bing Xue?

Yes. One footnote explains that Xue’s reported total excludes 15,000 unvested common shares tied to a performance share unit grant from March 17, 2025, which may vest only if certain corporate performance goals are achieved in the future.