Alpha and Omega Semiconductor Limited furnished an Item 2.02 Form 8-K announcing it issued a press release with financial results for its fiscal first quarter of 2026, which ended on September 30, 2025. The press release is provided as Exhibit 99.1 and is incorporated by reference.
The company also furnished Exhibit 99.2, a script of prepared remarks for the earnings call. The information under Item 2.02 is being furnished and not deemed filed under the Exchange Act.
Alpha & Omega Semiconductor (AOSL) reported a Form 4 showing a disposition of 40,000 common shares on 10/20/2025 at $0 under transaction code G.
Following the transaction, the reporting person beneficially owned 4,352,547 shares, held directly. Footnotes state this includes 86,875 shares subject to RSUs granted on March 15, 2022, March 15, 2023, March 15, 2024, and March 17, 2025 as they vest; 90,000 unvested shares subject to a market-based PSU granted on July 1, 2018; and 41,670 unvested shares subject to PSUs granted on March 15, 2022 and March 15, 2024. It excludes 22,500 unvested common shares subject to a PSU granted on March 17, 2025 that vest upon achievement of corporate performance goals.
The reporting person is listed as a Director and 10% Owner, and the filing was made as a single reporting person.
Alpha & Omega Semiconductor (AOSL) disclosed a Form 4 by CFO and Corporate Secretary Yifan Liang. On 10/17/2025, Liang reported a Code G transaction, a gift of 300 common shares at $0. After the transaction, Liang beneficially owned 280,536 shares directly.
Holdings include 45,000 unvested MSUs granted 7/1/2018 (service-based vesting), 16,512 unvested PSUs from 3/15/2022 and 3/15/2024 (service-based), and 50,000 RSUs granted on 3/15/2022, 3/15/2023, 3/15/2024, and 3/17/2025 that will be issued as they vest. It excludes 22,500 unvested PSUs granted 3/17/2025, which may vest upon achievement of corporate performance goals. ESPP activity reflects 875 shares acquired on 5/14/2025.
Alpha and Omega Semiconductor Limited presents its definitive proxy covering board composition, governance, compensation and equity plan amendments. The Board will have nine directors if nominees are elected, with seven deemed independent under Nasdaq rules, and held six meetings in fiscal 2025 with directors attending at least 94% of meetings. The Audit Committee (chaired by Claudia Chen) reported Deloitte was appointed as auditor effective November 19, 2024 and the previously disclosed material weakness was remediated as of June 30, 2024. The Board recommends approval of a 593,000-share increase to the 2018 Equity Incentive Plan, which would raise the authorized shares to 5,202,000 and increase available shares to about 1,106,650. Director cash retainers and committee fees are disclosed, and a new CEO post-vesting holding requirement of 50% of full-value awards applies to grants on or after August 7, 2025. The proxy also details ESG, supplier, labor and safety policies and board committee charters available on the investor website.
Stephen Chunping Chang, Chief Executive Officer and Director of Alpha & Omega Semiconductor Ltd (AOSL), reported a Form 4 showing a change in beneficial ownership. On 09/09/2025 he disposed of 2,100 common shares in a transaction coded G (reported price $0), leaving him with 576,705 shares beneficially owned following the transaction. The filing details multiple equity awards: 45,000 unvested shares from a 2018 market-based PSU, 145,625 aggregate RSUs granted 2022–2025, 47,964 unvested PSU shares from 2022 and 2024 grants, and excludes 67,500 unvested PSUs granted on 03/17/2025 that may vest on performance. The filing also notes 127 shares acquired under the company ESPP on 05/14/2025. The Form 4 was signed by an attorney-in-fact on 09/10/2025.
Bing Xue, EVP-WW Sales & Bus Development and director of Alpha & Omega Semiconductor Ltd (AOSL), reported a Form 4 showing a disposition on 08/15/2025. The filing shows 508 common shares were sold at $26.50 per share, resulting in 131,318 shares beneficially owned after the transaction. The report notes share movements from equity awards: shares were withheld to satisfy tax on RSUs granted 08/12/2021, 875 shares were acquired under the Employee Stock Purchase Plan on 05/14/2025, and multiple unvested awards remain (including 14,154 PSU, 45,000 MSU, and 40,000 RSU). The form is signed by an attorney-in-fact on behalf of Bing Xue on 09/02/2025.
Alpha and Omega Semiconductor Limited filed a Form S-8 registration statement to register securities issuable under its Alpha and Omega Semiconductor Limited 2018 Omnibus Incentive Plan. The filing incorporates by reference the company’s most recent Annual Report on Form 10-K, related proxy materials, and other Exchange Act reports, so those documents provide the detailed business and financial information for this registration. The document also summarizes Bermuda law and the company’s bye-laws on indemnification of directors and officers, notes existing directors’ and officers’ liability insurance and indemnification agreements, and includes standard Securities Act undertakings and signatures from senior management and the board.
Alpha and Omega Semiconductor (AOSL) is a designer and global supplier of power semiconductors with ~2,800 products and continued product introductions (over 100 new products in FY2025). The company reported $94.3 million in R&D spending for FY2025, owns 949 U.S. patents and 961 foreign patents, and had 30,013,611 common shares outstanding as of July 31, 2025. AOSL held a 39.2% equity interest in a Chongqing JV that agreed to an investor transaction; AOSL entered an agreement to sell ~20.3% of the JV for $150 million. A quantitative impairment test as of June 30, 2025 produced a $76.8 million other-than-temporary impairment on the equity-method investment. The company emphasizes in-house Oregon wafer fab capacity, in-house packaging/testing in China, diversified go-to-market channels, and ongoing risks from seasonality, distributor ordering patterns, geopolitical tensions and raw material supply.
Alpha & Omega Semiconductor Ltd Schedule 13G/A filed by Hood River Capital Management LLC reports that the reporting person beneficially owns 0 shares (0%) of the issuer's common stock (CUSIP G6331P104) as of the event date 06/30/2025. The filing lists Hood River Capital's principal office in Palm Beach Gardens, FL, and classifies the filer as an investment adviser (IA). The statement shows no sole or shared voting or dispositive power.
The form includes the issuer's principal office in Sunnyvale, CA, and is signed by Robert Schmaltz (CCO, COO) on 07/30/2025. The certification states the securities were held in the ordinary course of business and not for the purpose of changing control.