What changed in this filing

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Item 1. Financial Statements

2026-02-05 compared with 2025-11-06 · 156 added, 109 removed, 557 unchanged (32% of the section changed)

3 unchanged sentences

(Unaudited, in thousands except par value per share)

September 30,

2025 June 30,

21 unchanged sentences

Short-term debt 2,980 11,852

Deferred revenue 2,047 —

Finance lease liabilities 1,046 1,007

13 unchanged sentences

issued and outstanding:

none at September 30, 2025 and June 30, 2025

none at December 31, 2025 and June 30, 2025

Common shares, par value $ 0.002 per share:

1 unchanged sentence

issued and outstanding:

37,171 shares and 30,053 shares, respectively at September 30, 2025 and 37,127 shares and 30,009 shares, respectively at June 30, 2025

37,426 shares and 29,582 shares, respectively at December 31, 2025 and 37,127 shares and 30,009 shares, respectively at June 30, 2025

Treasury shares at cost:

7,118 shares at September 30, 2025 and 7,118 shares at June 30, 2025

7,844 shares at December 31, 2025 and 7,118 shares at June 30, 2025

( 93,138 ) ( 79,058 )

8 unchanged sentences

(Unaudited, in thousands except per share data)

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

Revenue $ 162,263 $ 173,156 $ 344,764 $ 355,043

7 unchanged sentences

Operating loss ( 13,565 ) ( 5,908 ) ( 18,149 ) ( 6,160 )

Other income (loss), net 1

Other income, net 1

894 663 3,362 13

16 unchanged sentences

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited, in thousands)

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

Net loss $ ( 13,293 ) $ ( 6,614 ) $ ( 15,415 ) $ ( 9,110 )

Other comprehensive income (loss), net of tax

Foreign currency translation adjustments, net of $( 476 ) and $ 103 tax in each of the three months ended September 30, 2025 and 2024, respectively

Foreign currency translation adjustments, net of $( 75 ) and $( 628 ) tax in each of the three months ended December 31, 2025 and 2024, respectively, and $( 551 ) and $( 525 ) in each of the six months ended December 31, 2025 and 2024, respectively

450 2,856 ( 339 ) 2,697

Cumulative translation adjustment release from sale of equity interest in the JV Company, net of tax $( 1,209 )

Comprehensive income (loss)

Cumulative translation adjustment release from sale of equity interest in the JV Company in the three and six month ended December 31, 2025, net of tax nil and $( 1,209 ), respectively

Comprehensive loss

$ ( 12,843 ) $ ( 3,758 ) $ ( 7,762 ) $ ( 6,413 )

3 unchanged sentences

(Unaudited, in thousands)

Common Shares Treasury Shares Additional Paid-In Capital Accumulated Other Comprehensive Loss

Common Shares Treasury Shares Additional Paid-In Capital Accumulated Other Comprehensive Income ( Loss)

Retained Earnings Total Shareholders' Equity

Balance, September 30, 2024 36,162 $ 72 ( 7,138 ) $ ( 79,213 ) $ 359,429 $ ( 13,578 ) $ 628,562 $ 895,272

Exercise of common stock options and release of restricted stock units 36 — — — — — — —

Reissuance of treasury stock upon release of RSUs

— — 3 21 — — ( 21 ) —

Withholding tax on restricted stock units ( 8 ) — — — ( 305 ) — — ( 305 )

Issuance of shares under ESPP 177 1 — 3,420 — — 3,421

Share-based compensation — — — — 7,950 — — 7,950

— — — — — — ( 6,614 ) ( 6,614 )

Foreign currency translation adjustment, net of tax — — — — — 2,856 — 2,856

Balance, December 31, 2024 36,367 $ 73 ( 7,135 ) $ ( 79,192 ) $ 370,494 $ ( 10,722 ) $ 621,927 $ 902,580

Common Shares Treasury Shares Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss)

Retained Earnings Total Shareholders' Equity

Balance, June 30, 2024 36,107 $ 72 ( 7,138 ) $ ( 79,213 ) $ 353,109 $ ( 13,419 ) $ 631,058 $ 891,607

Exercise of common stock options and release of restricted stock units 109 — — — 91 — — 91

Reissuance of treasury stock upon release of RSUs

— — 3 21 — — ( 21 ) —

Withholding tax on restricted stock units ( 26 ) — — — ( 978 ) — — ( 978 )

Issuance of shares under ESPP 177 1 — — 3,420 — — 3,421

Share-based compensation — — — — 14,852 — — 14,852

1 unchanged sentence

Foreign currency translation adjustment, net of tax — — — — — 2,697 — 2,697

Balance, December 31, 2024 36,367 $ 73 ( 7,135 ) $ ( 79,192 ) $ 370,494 $ ( 10,722 ) $ 621,927 $ 902,580

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited, in thousands)

Common Shares Treasury Shares Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss)

Retained Earnings Total Shareholders' Equity

Balance, September 30, 2025

37,171 $ 74 ( 7,118 ) $ ( 79,058 ) $ 386,470 $ ( 5,187 ) $ 531,805 $ 834,104

Release of restricted stock units

37 — — — — — — —

Reissuance of treasury stock upon release of RSUs

— — 2 16 — — ( 16 ) —

Withholding tax on restricted stock units ( 11 ) — — — ( 260 ) — — ( 260 )

Issuance of shares under ESPP 229 1 — — 3,589 — — 3,590

Repurchase of common shares under shares repurchase program — — ( 728 ) ( 14,096 ) — — — ( 14,096 )

Share-based compensation — — — — 8,273 — — 8,273

— — — — — — ( 13,293 ) ( 13,293 )

Foreign currency translation adjustment, net of tax — — — — — 450 — 450

Balance, December 31, 2025 37,426 $ 75 ( 7,844 ) $ ( 93,138 ) $ 398,072 $ ( 4,737 ) $ 518,496 $ 818,768

Common Shares Treasury Shares Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss)

4 unchanged sentences

97 — — — — — — —

Reissuance of treasury stock upon release of RSUs

— — 2 16 — — ( 16 ) —

Withholding tax on restricted stock units ( 27 ) — — — ( 701 ) — — ( 701 )

Issuance of shares under ESPP 229 1 — — 3,589 — — 3,590

Repurchase of common shares under shares repurchase program — — ( 728 ) ( 14,096 ) — — — ( 14,096 )

Share-based compensation — — — — 15,405 — — 15,405

1 unchanged sentence

Foreign currency translation adjustment, net of tax — — — — — 7,653 — 7,653

Balance, September 30, 2025

37,171 $ 74 ( 7,118 ) $ ( 79,058 ) $ 386,470 $ ( 5,187 ) $ 531,805 $ 834,104

Balance, December 31, 2025 37,426 $ 75 ( 7,844 ) $ ( 93,138 ) $ 398,072 $ ( 4,737 ) $ 518,496 $ 818,768

See accompanying notes to these condensed consolidated financial statements.

2 unchanged sentences

(Unaudited, in thousands)

Three Months Ended September 30,

Six Months Ended December 31,

Cash flows from operating activities

5 unchanged sentences

Deferred income taxes, net ( 8,342 ) 346

Loss on disposal of property and equipment — 15

Impairment of property and equipment 7 —

Impairment of privately-held investment — 100

Changes in operating assets and liabilities

13 unchanged sentences

Purchase of intangible assets ( 462 ) —

Proceeds from sale of property and equipment 1 —

Government grant related to equipment — 320

Loan receivable from supplier ( 3,536 ) —

Net cash provided by (used in) investing activities 74,512 ( 14,100 )

1 unchanged sentence

Withholding tax on restricted stock units ( 701 ) ( 978 )

Proceeds from exercise of stock options — 91

Proceeds from exercise of stock options and ESPP 3,590 3,512

Payment for repurchases of common shares ( 13,952 ) —

Repayments of borrowings ( 21,659 ) ( 5,807 )

27 unchanged sentences

In the opinion of management, all adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair presentation of the results of operations for the periods presented have been included in the interim periods.

Operating results for the three months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2026 or any other interim period.

Operating results for the six months ended December 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2026 or any other interim period.

The consolidated balance sheet at June 30, 2025 is derived from the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

5 unchanged sentences

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

Recently Issued Accounting Standards not yet adopted

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

1 unchanged sentence

This will impact only the Company's disclosures for the annual reporting period ending June 30, 2026, with no impacts to its financial condition or results of operations.

Recently Issued Accounting Standards not yet adopted

In November 2024, the FASB issued ASU No.

2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures”, which improves disclosure requirements and provides more detailed information about an entity’s expenses, specifically amounts related to purchases of inventory, employee compensation, depreciation, intangible asset amortization, and selling expenses, along with qualitative descriptions of certain other types of expenses.

This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December

This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of the ASU on its consolidated financial statements.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of the ASU on its consolidated financial statements.

In July 2025, the FASB issued ASU No.

9 unchanged sentences

The Company is currently evaluating the impact of the ASU on its consolidated financial statements.

In December 2025, the FASB issued ASU No.

2025-10, “Accounting for Government Grants Received by Business Entities”.

This amendment provides guidance on the recognition, measurement, and presentation of government grants.

This amendment will be effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the impact of the ASU on its consolidated financial statements.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

7 unchanged sentences

Dollar on August 29, 2025), and paid transaction costs related to this sale of approximately $ 2.4 million.

In addition, the Company recorded a receivable of $ 56.4 million for the remaining installments, which is included in the receivable from sale of equity interest in the JV Company line on the Condensed Consolidated Balance Sheets.

The remaining installments will be received subject to satisfaction of certain conditions, which require the Company's continuing involvement, including voting in shareholder meetings to complete the transaction in accordance with the equity transfer agreement, plus other administrative actions.

In addition, the Company received $ 11.1 million for the second installment payment during the three months ended December 31, 2025, and maintained a receivable balance of $ 46.1 million as of December 31, 2025, which is included in the receivable from sale of equity interest in the JV Company line on the Condensed Consolidated Balance Sheets.

In January 2026, the Company also received $ 30.3 million for the third installment.

The remaining installment will be received subject to satisfaction of certain conditions, which require the Company's continuing involvement, including voting in shareholder meetings to complete the transaction in accordance with the equity transfer agreement, plus other administrative actions.

As a result of the sales transaction, the Company evaluated the factors that indicate the ability to exercise its significant influence to the JV Company, including but not limited to representation on the board, material intra-entity transactions, and participation in policy making process.

The Company concluded that it continues to have the ability to exercise significant influence over the operating and financial policies of the JV Company and accordingly accounts for the investment using the equity method of accounting.

The Company reports its equity in earnings or loss of the JV Company on a three-month lag due to an inability to timely obtain financial information of the JV Company.

During the three months ended September 30, 2025 and 2024, the Company recorded a $ 1.4 million gain, including the $ 1.1 million on the related sale of a portion of its interest in the equity method investment and $ 1.0 million loss of its equity share of the JV Company, respectively, using lag reporting.

The Company reports its equity in earnings or loss of the JV Company on a three-month lag due to an inability to timely obtain financial information from the JV Company.

During the three months ended December 31, 2025, the Company recorded a $ 0.1 million loss, using lag reporting.

During the six months ended December 31, 2025, the Company recorded $ 1.3 million gain, including the $ 1.1 million gain on the related sale of a portion of its interest in the equity method investment and $ 0.2 million gain of its equity share of the JV Company, using lag reporting.

During the three and six months ended December 31, 2024, the Company recorded a $ 0.6 million loss and a $ 1.6 million loss on its equity share of the JV Company, respectively, using lag reporting.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

1 unchanged sentence

Related Party Transactions

As of September 30, 2025, the Company owned approximately 18.9 % equity interest in the JV Company, which, by definition, is a related party to the Company.

As of December 31, 2025, the Company owned approximately 18.9 % equity interest in the JV Company, which, by definition, is a related party to the Company.

The JV Company supplies 12-inch wafers and provides assembly and testing services to AOS.

The JV Company reimbursed AOS for purchases made on its behalf of $ 0.1 million and $ 2.2 million for the three months ended September 30, 2025 and 2024, respectively.

The purchases by AOS for the three months ended September 30, 2025 and 2024 were $ 30.4 million and $ 28.3 million, respectively.

Due to the right of offset of receivables and payables with the JV Company, as of September 30, 2025 and June 30, 2025, AOS recorded the net amount of $ 21.2 million and $ 15.8 million, respectively, as a payable related to equity investee, net, on the Condensed Consolidated Balance Sheet.

During the three months ended September 30, 2025, the Company also recorded approximately $ 1.9 million other income for certain service the Company provided to the JV Company.

The JV Company reimbursed AOS for purchases made on its behalf of $ 1.0 million and $ 1.1 million for the three and six months ended December 31, 2025, respectively and $ 3.1 million and $ 5.3 million for the three and six months ended December 31, 2024, respectively.

The purchases by AOS for the three and six months ended December 31, 2025 were $ 25.1 million and $ 55.4 million, respectively, and for the three and six months ended December 31, 2024 were $ 28.2 million and $ 56.5 million, respectively.

Due to the right of offset of receivables and payables with the JV Company, as of December 31, 2025 and June 30, 2025, AOS recorded the net amount of $ 16.9 million and $ 15.8 million, respectively, as a payable related to equity investee, net, on the Condensed Consolidated Balance Sheet.

During the three and six months ended December 31, 2025, the Company also recorded nil and approximately $ 1.9 million, respectively, of other income for certain service the Company provided to the JV Company.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

2 unchanged sentences

The following table presents the calculation of basic and diluted net loss per share attributable to common shareholders:

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

(in thousands, except per share data)

6 unchanged sentences

The following potential dilutive securities were excluded from the computation of diluted net loss per common share as their effect would have been anti-dilutive:

Three Months Ended September 30,

(in thousands)

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

(in thousands) (in thousands)

Employee stock options and RSUs 2,459 2,573 2,440 2,578

ESPP 1,500 729 914 716

Total potential dilutive securities 3,959 3,302 3,354 3,294

8 unchanged sentences

Summarized below are individual customers whose revenue or accounts receivable balances were 10% or higher than the respective total consolidated amounts:

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

Percentage of revenue 2025 2024 2025 2024

1 unchanged sentence

Customer B 51.5 % 52.7 % 52.7 % 52.1 %

September 30,

2025 June 30,

7 unchanged sentences

Accounts receivable, net:

September 30,

2025 June 30,

4 unchanged sentences

Accounts receivable, net $ 29,017 $ 34,772

September 30,

2025 June 30,

5 unchanged sentences

Other current assets:

September 30,

2025 June 30,

13 unchanged sentences

Property, plant and equipment, net:

September 30,

2025 June 30,

13 unchanged sentences

Intangible assets, net:

September 30,

2025 June 30,

14 unchanged sentences

Other long-term assets:

September 30,

2025 June 30,

7 unchanged sentences

Accrued liabilities:

September 30,

2025 June 30,

12 unchanged sentences

Short-term customer deposits are payments received from customers for securing future product shipments.

As of September 30, 2025, $ 7.0 million for such deposits were from Customer A, $ 2.0 million were from Customer B, and $ 10.6 million were from other customers.

As of December 31, 2025, $ 5.0 million for such deposits were from Customer A, $ 1.0 million were from Customer B, and $ 3.5 million were from other customers.

As of June 30, 2025, $ 7.0 million were from Customer A, $ 2.0 million were from Customer B, and $ 8.0 million were from other customers.

The activities in the warranty accrual, included in accrued liabilities, are as follows:

Three Months Ended September 30,

Six Months Ended December 31,

(in thousands)

7 unchanged sentences

The activities in the stock rotation accrual, included in accrued liabilities, are as follows:

Three Months Ended September 30,

Six Months Ended December 31,

(in thousands)

4 unchanged sentences

Other long-term liabilities:

September 30,

2025 June 30,

3 unchanged sentences

Customer deposits are payments received from customers for securing future product shipments.

As of September 30, 2025, $ 1.0 million for such deposits were from Customer A, and $ 1.0 million were from other customers.

As of December 31, 2025, there were no customer deposits from Customer A and $ 4.7 million were from other customers.

As of June 30, 2025, $ 5.0 million were from Customer A and $ 2.0 million were from other customers.

12 unchanged sentences

Other terms remain the same.

In August 2025, this factoring agreement was terminated with no outstanding balance.

In August 2025, this factoring agreement was terminated.

As of December 31, 2025, there was no outstanding balance.

Debt financing

13 unchanged sentences

The purchase price of this hardware was $ 0.2 million.

The financing arrangement is secured by this equipment and other equipment at Jireh, which had the net book value of $ 11.7 million as of September 30, 2025.

As of September 30, 2025, the outstanding balance of this debt financing was $ 5.8 million.

The financing arrangement is secured by this equipment and other equipment at Jireh, which had a net book value of $ 11.3 million as of December 31, 2025.

As of December 31, 2025, the outstanding balance of this debt financing was $ 5.1 million.

Long-term bank borrowings

7 unchanged sentences

As of June 30, 2025, Jireh was in compliance with these covenants and the outstanding balance of this loan was $ 20.3 million.

In August 2025, the Company paid the outstanding balance in full.

As of August 2025, this agreement was terminated with no outstanding balance.

In August 2025, the Company paid the outstanding balance in full and this agreement was terminated.

As of December 31, 2025, there was no outstanding balance.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

10 unchanged sentences

The components of the Company’s operating and finance lease expenses are as follows for the periods presented (in thousands):

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

Operating leases:

10 unchanged sentences

Supplemental balance sheet information related to the Company’s operating and finance leases is as follows (in thousands, except lease term and discount rate):

September 30, 2025 June 30, 2025

December 31, 2025 June 30, 2025

Operating Leases :

12 unchanged sentences

Supplemental cash flow information related to the Company’s operating and finance leases is as follows (in thousands):

Three Months Ended September 30,

Six Months Ended December 31,

Cash paid for amounts included in the measurement of lease liabilities:

4 unchanged sentences

Operating lease right-of-use assets obtained in exchange for lease obligations $ 5,330 $ 892

Future minimum lease payments are as follows as of September 30, 2025 (in thousands):

Future minimum lease payments are as follows as of December 31, 2025 (in thousands):

Year ending June 30, Operating Leases Finance Leases

8 unchanged sentences

Shareholders’ Equity and Share-based Compensation

Share Repurchase

In November 2025, the Board of Directors approved a new share repurchase program (the “Repurchase Program”) that authorizes the Company to repurchase its common shares from the open market pursuant to a pre-established Rule 10b5-1 trading plan or through privately negotiated transactions up to an aggregate of $ 30.0 million.

The amount and timing of any repurchases under the

Repurchase Program depend on a number of factors, including but not limited to, the trading price, volume and availability of the

Company’s common shares.

Shares repurchased under this program are accounted for as treasury shares and the total cost of shares

repurchased is recorded as a reduction of shareholders' equity.

From time to time, treasury shares may be reissued as part of the

Company’s share-based compensation programs.

Gains on the reissuance of treasury stock are credited to additional paid-in capital;

losses are charged to additional paid-in capital to offset the net gains, if any, from previous sales or reissuance of treasury stock.

remaining balance of the losses is charged to retained earnings.

During the three and six months ended December 31, 2025, the Company repurchased an aggregate of 728,373 shares from the open market, for a total cost of $ 13.9 million, excluding fees and related expenses, at an average price of $ 19.12 per share.

As of December 31, 2025, approximately $ 16.1 million remained available under the Repurchase Program.

Time-based Restric ted Stock Units ( “ TRSUs ” )

The following table summarizes the Company’ TRSU activities for the three months ended September 30, 2025:

The following table summarizes the Company’s TRSU activities for the six months ended December 31, 2025:

Number of Time-based Restricted Stock

7 unchanged sentences

Forfeited ( 62,540 ) $ 28.97

Nonvested at September 30, 2025 1,491,972 $ 28.31 1.52 $ 41,715,537

Nonvested at December 31, 2025 1,529,866 $ 27.67 1.32 $ 30,306,645

Market-based Restricted Stock Units ( “ MSUs ” )

In December 2021, the Company granted 1.0 million market-based restricted stock units (“MSUs”) to certain personnel.

The number of shares to be earned at the end of performance period was determined based on the Company’s achievement of specified stock prices and revenue thresholds during the performance period from January 1, 2022 to December 31, 2024 as well as the recipients remaining in continuous service with the Company through such period.

The MSUs vest in four equal annual installments after the end of performance period.

The Company estimated the grant date fair values of its MSUs using a Monte-Carlo simulation model.

In September 2023, the Company determined it was no longer probable that it would achieve the minimum revenue threshold specified in the awards.

Therefore, the Company reversed all of the previously recognized expenses of $ 6.4 million for these MSUs.

In addition, on September 19, 2023, the Compensation Committee of the Board approved a modification of the terms of MSUs to extend the performance period through December 31, 2025, changed the commencement date for the four-year time-based service period to January 1, 2026, and reduced the achievement of specified stock prices and revenue thresholds.

The fair value of these MSUs was revalued to reflect the change using a Monte-Carlo simulation model.

In June 2024, the Company determined it was no longer probable that the revenue thresholds for the modified MSU would be achieved.

Therefore, the Company reversed $ 2.4 million in the June 2024 quarter that was recorded during the fiscal year 2024 related to the modification on September 19, 2023.

On August 8, 2024, the Compensation Committee of the Board approved a modification of the terms of MSUs to extend the performance period through December 31, 2026, change the commencement date for the four-year time-based service period to January 1, 2027, and reduce the revenue thresholds.

The fair value of these MSUs was revalued to reflect the change using a Monte-Carlo simulation model with the following assumptions:

risk-free interest rate of 3.93 %, expected term of 2.40 years, expected volatility of 57.81 % and dividend yield of 0 %.

The Company recorded $ 1.4 million and $ 0.8 million of expenses for the three months ended September 30, 2025 and 2024, respectively.

During the quarter ended September 30, 2018, the Company granted 1.3 million MSUs to certain personnel.

The number of shares to be earned at the end of performance period is determined based on the Company’s achievement of specified stock prices and revenue thresholds during the performance period from January 1, 2019 to December 31, 2021 as well as the recipients remaining in continuous service with the Company through such period.

The MSUs vest in four equal annual installments after the end of the performance period.

The Company estimated the grant date fair values of its MSUs using a Monte-Carlo simulation model.

On August 31, 2020, the Compensation Committee of the Board approved a modification of the terms of MSU to (i) extend the performance period through December 31, 2022 and (ii) change the commencement date for the four-year time-based service period to January 1, 2023.

The fair value of these MSUs was recalculated to reflect the change as of August 31, 2020 and the unrecognized compensation amount was adjusted to reflect the increase in fair value.

The Company recorded $ 0.1 million and $ 0.2 million of expenses for MSUs during the three months ended September 30, 2025 and 2024, respectively.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the Company’ MSUs activities for the three months ended September 30, 2025:

During the quarter ended of December 31, 2021 and September 30, 2018, the Company granted 1.0 million and 1.3 million of market-based restricted stock units (“MSUs”) to certain personnel, respectively.

For additional information, refer to “Note 10 — Share-based Compensation” in the Notes to the Consolidated Financial Statements within Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

The Company recorded $ 1.2 million and $ 2.7 million of such expenses for the three and six months ended December 31, 2025, respectively, and $ 1.6 million and $ 2.6 million of expenses during the three and six months ended December 31, 2024, respectively.

The following table summarizes the Company’s MSUs activities for the six months ended December 31, 2025:

Number of Market-based Restricted Stock

5 unchanged sentences

Nonvested at June 30, 2025 1,436,000 $ 32.32 2.89 $ 36,847,760

Vested ( 267,500 ) $ 5.17

Forfeited ( 51,000 ) $ 48.44

Nonvested at September 30, 2025 1,393,000 $ 31.82 2.60 $ 38,948,280

Nonvested at December 31, 2025 1,117,500 $ 38.08 2.90 $ 22,137,675

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Performance-based Restricted Stock Units (“PRSUs”)

2 unchanged sentences

The PRSUs vest in four equal annual installments from the first anniversary date after the grant date if certain predetermined financial goals were met.

The Company recorded approximately $ 1.2 million and $ 0.9 million of expe ns es, using the accelerated attribution method, for these PRSUs during the three months ended September 30, 2025 and 2024, respectively.

The following table summarizes the Company’s PRSUs activities for the three months ended September 30, 2025:

The Company recorded approximately $ 1.1 million and $ 2.3 million of expe ns es, using the accelerated attribution method, for these PRSUs during the three and six months ended December 31, 2025, respectively, and $ 1.0 million and $ 1.9 million for the three and six months ended December 31, 2024, respectively.

The following table summarizes the Company’s PRSUs activities for the six months ended December 31, 2025:

Number of Performance-based Restricted Stock

5 unchanged sentences

Nonvested at June 30, 2025 409,563 $ 27.71 1.85 $ 10,509,387

Nonvested at September 30, 2025 409,563 $ 27.71 1.59 $ 11,451,381

Forfeited ( 1,500 ) $ 28.33

Nonvested at December 31, 2025 408,063 $ 27.70 1.34 $ 8,083,728

Employee Share Purchase Plan (“ESPP”)

The assumptions used to estimate the fair values of common shares issued under the ESPP were as follows:

Three Months Ended September 30,

Six Months Ended December 31,

Volatility rate 76.0 %

4 unchanged sentences

The total share-based compensation expense recognized in the Condensed Consolidated Statements of Loss for the periods presented was as follows:

Three Months Ended September 30,

(in thousands)

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

(in thousands) (in thousands)

Cost of goods sold $ 1,232 $ 1,123 $ 2,297 $ 2,138

2 unchanged sentences

$ 8,273 $ 7,950 $ 15,405 $ 14,852

As of September 30, 2025, total unrecognized compensation cost under the Company’s share-based compensation plans was $ 45.7 million, which is expected to be recognized over a weighted-average period of 2.4 years.

As of December 31, 2025, total unrecognized compensation cost under the Company’s share-based compensation plans was $ 48.0 million, which is expected to be recognized over a weighted-average period of 2.0 years.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company recognized income tax expense of approximately $ 1.9 million and $ 1.0 million for the three months ended September 30, 2025 and 2024, respectively.

The income tax expense of $ 1.9 million for the three months ended September 30, 2025 included a $ 0.1 million discrete tax expense.

The income tax expense of $ 1.0 million for the three months ended September 30, 2024 included a $ 0.1 million discrete tax expense.

Excluding the discrete income tax items, the income tax expense for the three months ended September 30, 2025 and 2024 was $ 1.9 million and $ 1.0 million, respectively, and the effective tax rate for the three months ended September 30, 2025 and 2024 was ( 952.4 )% and ( 65.8 )%, respectively.

The changes in the tax expense and effective tax rate between the periods resulted primarily from changes in the mix of earnings in various geographic jurisdictions between the current period and the same period of last year, including reporting $ 0.6 million of income tax expense related to the Company’s income from its investment in CQJV for the three months ended September 30, 2025 versus an $ 0.2 million tax benefit for the three months ended September 30, 2024.

In addition, income tax payable increased by 10.4 million and deferred tax liability decreased by 10.5 million as a result of the sale of approximately 20.3 % of the Company’s equity interest in the JV company for $ 150 million during the three month ended September 30, 2025.

The Company recognized income tax expense of approximately $ 1.5 million and $ 1.2 million for the three months ended December 31, 2025 and 2024, respectively.

The income tax expense of $ 1.5 million for the three months ended December 31, 2025 included a $ 0.1 million discrete tax expense.

The income tax expense of $ 1.2 million for the three months ended December 31, 2024 included a $ 0.1 million discrete tax expense.

Excluding the discrete income tax items, the income tax expense for the three months ended December 31, 2025 and 2024 was $ 1.4 million and $ 1.2 million, respectively, and the effective tax rate for the three months ended December 31, 2025 and 2024 was ( 12.0 )% and ( 22.1 )%, respectively.

The Company recognized income tax expense of approximately $ 3.4 million and $ 2.3 million for the six months ended December 31, 2025 and 2024, respectively.

The income tax expense of $ 3.4 million for the six months ended December 31, 2025

included a $0.1 million discrete tax expense.

The income tax expense of $ 2.3 million for the six months ended December 31, 2024

included a $0.1 million discrete tax expense.

Excluding the discrete income tax items, income tax expense for the six months ended December 31, 2025 and 2024 was $ 3.3 million and $ 2.1 million, respectively, and the effective tax rate for the six months ended December 31, 2025 and 2024 was ( 27.3 )% and ( 31.4 )%, respectively.

The changes in the tax expense and effective tax rate between the periods resulted primarily from changes in the mix of earnings in various geographic jurisdictions between the current year and the same period of last year, including reporting $ 0.7 million of income tax expense related to the Company’s income from its investment in CQJV for the six months ended December 31, 2025 versus an $ 0.2 million tax benefit for the six months ended December 31, 2024.

During the three months ended September 30, 2025, income tax payable increased by $ 10.4 million and deferred tax liability decreased by $ 10.5 million as a result of the sale of approximately 20.3 % of the Company’s equity interest in the JV company for $ 150 million.

The Company made income tax payments of approximately $ 8.7 million as a result of the sale transaction during the three months ended December 31, 2025.

The Company files its income tax returns in the United States and in various foreign jurisdictions.

5 unchanged sentences

These assessments can require considerable estimates and judgments.

As of September 30, 2025, the gross amount of unrecognized tax benefits was approximately $ 10.8 million, of which $ 7.4 million, if recognized, would reduce the effective income tax rate in future periods.

As of December 31, 2025, the gross amount of unrecognized tax benefits was approximately $ 10.8 million, of which $ 7.5 million, if recognized, would reduce the effective income tax rate in future periods.

If the Company’s estimate of income tax liabilities proves to be less than the ultimate assessment, then a further charge to expense would be required.

If events occur and the payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the Company determines the liabilities are no longer necessary.

The Company does not anticipate any material changes to its uncertain tax positions during the next twelve months.

One Big Beautiful Bill Act, Enacted July 4, 2025

19 unchanged sentences

The revenue by geographical location in the following tables is based on the country or region in which the products were shipped to:

Three Months Ended September 30,

(in thousands)

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

(in thousands) (in thousands)

Hong Kong $ 155,767 $ 150,640 $ 334,178 $ 304,135

5 unchanged sentences

The following is a summary of revenue by product type:

Three Months Ended September 30,

(in thousands)

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

(in thousands) (in thousands)

Power discrete $ 100,985 $ 112,956 $ 209,491 $ 235,410

6 unchanged sentences

Long-lived assets, net consisting of property, plant and equipment and operating lease right-of-use assets, net by geographical area are as follows:

September 30,

2025 June 30,

8 unchanged sentences

Purchase Commitments

As of September 30, 2025, the Company had approximately $ 77.8 million of outstanding purchase commitments primarily for purchases of semiconductor raw materials, wafers, spare parts, packaging and testing services and others, as well as $ 21.5 million of capital commitments for the purchase of property and equipment.

As of December 31, 2025, the Company had approximately $ 61.0 million of outstanding purchase commitments primarily for purchases of semiconductor raw materials, wafers, spare parts, packaging and testing services and others, as well as $ 17.3 million of capital commitments for the purchase of property and equipment.

Purchase commitments are generally restricted to a purchase forecast as mutually agreed between the parties.

11 unchanged sentences

Further, the Company's obligations under these agreements may be limited in time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments made by it under these agreements.

The Company has not historically paid or recorded any material indemnifications, and no accrual was made at September 30, 2025 and June 30, 2025.

The Company has not historically paid or recorded any material indemnifications, and no accrual was made at December 31, 2025 and June 30, 2025.

The Company has agreed to indemnify its directors and certain employees as permitted by law and pursuant to its By-laws, and has entered into indemnification agreements with its directors and executive officers.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements