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AOSL CFO Yifan Liang gifts 600 shares but still holds 269,403

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

Rhea-AI Filing Summary

ALPHA & OMEGA SEMICONDUCTOR Ltd CFO Yifan Liang reported two bona fide gifts of common shares. On April 27 and 28, he gifted 300 shares each day, for a total of 600 shares, at a stated price of $0.00 per share.

After these gifts, Liang directly holds 269,403 common shares. This figure includes 22,500 unvested shares from a market-based performance share unit grant dated July 1, 2018, 25,625 unvested shares from performance share unit grants dated March 15, 2024 and March 17, 2025, and 52,500 shares subject to restricted share unit awards granted between March 15, 2023 and March 16, 2026.

The holding figure excludes an additional 22,500 unvested common shares from a performance share unit grant dated March 16, 2026 that may vest only if specified corporate performance goals are achieved in the future.

Positive

  • None.

Negative

  • None.
Insider Liang Yifan
Role CFO and Corp Secretary
Type Security Shares Price Value
Gift Common Shares 300 $0.00 --
Gift Common Shares 300 $0.00 --
Holdings After Transaction: Common Shares — 269,403 shares (Direct, null)
Footnotes (1)
  1. 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 25,625 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. Includes an aggregate of 52,500 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 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.
Total gifted shares 600 shares Two bona fide gifts of 300 shares on April 27 and 28, 2026
Shares held after transactions 269,403 shares Direct common share holdings following the reported gifts
Unvested MSU shares 22,500 shares Market-Based Performance Share Unit grant dated July 1, 2018
Unvested PSU shares (2024 & 2025 grants) 25,625 shares Performance Share Unit grants dated March 15, 2024 and March 17, 2025
RSU awards included 52,500 shares RSUs granted on March 15, 2023; March 15, 2024; March 17, 2025; March 16, 2026
Excluded PSU shares (performance-based) 22,500 shares PSU grant dated March 16, 2026, vesting only if performance goals are achieved
Gift transaction price $0.00 per share Stated price for both bona fide gift transactions
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 25,625 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 52,500 shares subject to Restricted Share Unit awards (RSU) granted on March 15, 2023, March 15, 2024, March 17, 2025, and March 16, 2026"
bona fide gift financial
"transaction code description is Bona fide gift for each 300-share transfer"
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*
Liang Yifan

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CFO and Corp Secretary
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026
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 Shares04/27/2026G300D$0269,703(1)(2)(3)D
Common Shares04/28/2026G300D$0269,403(1)(2)(3)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. 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.
2. Includes 25,625 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.
3. Includes an aggregate of 52,500 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 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 Yifan Liang04/30/2026
** 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 CFO Yifan Liang report on this Form 4?

Yifan Liang reported two bona fide gifts of AOSL common shares. He gifted 300 shares on April 27 and 300 shares on April 28, for a total of 600 shares transferred without consideration at a stated price of $0.00 per share.

How many Alpha & Omega Semiconductor (AOSL) shares does the CFO hold after the gifts?

After the reported gifts, CFO Yifan Liang directly holds 269,403 AOSL common shares. This total includes multiple unvested performance and restricted share awards that are subject to future vesting conditions tied to continued service and, in some cases, specific performance goals.

Were the AOSL CFO’s reported transactions sales on the open market?

No, the transactions were reported as bona fide gifts, not market sales. Both entries use transaction code G, indicating gifts of 300 shares each day. The stated transaction price is $0.00 per share, so no sale proceeds or market trade is involved.

What unvested performance share units does AOSL CFO Yifan Liang have?

Liang’s holdings include 22,500 unvested shares from a market-based performance share unit grant dated July 1, 2018 and 25,625 unvested shares from performance share unit grants dated March 15, 2024 and March 17, 2025, all subject to service-based vesting conditions.

What restricted share unit (RSU) awards are included in the CFO’s AOSL holdings?

His reported total includes 52,500 shares subject to RSU awards granted on March 15, 2023, March 15, 2024, March 17, 2025, and March 16, 2026. These shares will be issued as the RSUs vest over time according to their individual award terms.

Does AOSL’s CFO have additional performance-based shares that are not yet counted in his holdings?

Yes. The disclosure notes 22,500 unvested common shares from a performance share unit grant dated March 16, 2026 are excluded. These may vest only if certain corporate performance goals are achieved, so they are not yet included in the reported share total.

What does 'bona fide gift' mean in the context of the AOSL Form 4 filing?

A bona fide gift in this context reflects a transfer of shares for no consideration. For AOSL, CFO Yifan Liang used transaction code G to indicate that 600 common shares were given away, rather than sold or exchanged for cash, in two separate 300-share gifts.