OTHER INFORMATION
−Removed: Trading Plans or Rule 10b5-1 Trading Plans
−Removed: 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.
−Removed: All of the trading arrangements listed below are intended to satisfy the affirmative defense of Rule 10b5-1(c).
−Removed: Date of Adoption
−Removed: End Date ( 1)
−Removed: Aggregate number of common shares to be sold pursuant to 10b5-1 trading agreements
−Removed: Executive Vice President Worldwide Sales and Business Development
−Removed: August 14, 2025 July 23, 2026 12,002 (2)
−Removed: Chief Financial Officer
−Removed: August 21, 2025 May 22, 2026 35,142
−Removed: Stephen Chang
−Removed: Chief Executive Officer
−Removed: September 08, 2025 June 30, 2026 20,478
−Removed: Each plan will expire on the earlier of the end date and the completion of all transactions under the trading agreements.
−Removed: 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;
−Removed: 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.
−Removed: 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
+Added: Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our common stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may constitute a non-Rule 10b5-1 trading arrangement under the Exchange Act.
+Added: During the quarter ended December 31, 2025, none of our directors or executive officers adopted or terminated any such contract, instruction or written plans.
+Added: Amended and Restated Alpha & Omega Semiconductor Limited 2018 Omnibus Incentive Plan (as amended and restated effective as of November 11, 2025) (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed with the Commission on September 18, 2025).
+Added: F ifth Supplement to Distribution Agreement dated as of October 1, 202 5 between Alpha & Omega Semiconductor (Hong Kong) Limited and Promate Electronic Co., Ltd.
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.
12 unchanged sentences
** Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K.
+Added: † Denotes a management contract or compensatory plan, contract or arrangement.
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.
−Removed: November 6, 2025
+Added: February 5, 2026
ALPHA AND OMEGA SEMICONDUCTOR LIMITED
3 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.