Item 5. Other Information
ITEM 5. OTHER INFORMATION
Trading Plans or Rule 10b5-1 Trading Plans
The table below summarizes the material terms of trading arrangements adopted by any of our executive officers and directors during the three months ended September 30, 2025. All of the trading arrangements listed below are intended to satisfy the affirmative defense of Rule 10b5-1(c).
Name
Title
Date of Adoption
End Date ( 1)
Aggregate number of common shares to be sold pursuant to 10b5-1 trading agreements
Bing Xue
Executive Vice President Worldwide Sales and Business Development
August 14, 2025 July 23, 2026 12,002 (2)
Yifan Liang
Chief Financial Officer
August 21, 2025 May 22, 2026 35,142
Stephen Chang
Chief Executive Officer
September 08, 2025 June 30, 2026 20,478
1. Each plan will expire on the earlier of the end date and the completion of all transactions under the trading agreements.
2. Excludes (i) approximately 3,690 common shares to be issued upon the vesting of Restricted Share Unit awards (RSU) and (ii) approximately 3,690 common shares to be issued upon the vesting of Performance Share Unit awards (PSU), assuming the achievement of applicable corporate performance goals in the future; in each case of (i) and (ii), taking into account shares to be withheld to satisfy estimated tax withholding obligations based on an assumed closing price of our common shares at such vesting dates.
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ITEM 6. EXHIBITS
10.1**
Equity Transfer Agreement, dated July 14, 2025, by and among Alpha and Omega Semiconductor Limited, Alpha and Omega Semiconductor (Shanghai) Ltd., and a strategic investor
31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS Inline XBRL Instance
101.SCH Inline XBRL Taxonomy Extension Schema
101.CAL Inline XBRL Taxonomy Extension Calculation
101.DEF Inline XBRL Taxonomy Extension Definition
101.LAB Inline XBRL Taxonomy Extension Labels
101.PRE Inline XBRL Taxonomy Extension Presentation
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
** Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
November 6, 2025
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
By: /s/ YIFAN LIANG
Yifan Liang
Chief Financial Officer and Corporate Secretary
(Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.