What changed in this filing

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Item 9A. Controls and Procedures

2025-08-28 compared with 2024-08-23 · 304 added, 368 removed, 1079 unchanged (38% of the section changed)

11 unchanged sentences

Based on the assessment, our management concluded that the Company's internal control over financial reporting was effective as of June 30, 2025.

The effectiveness of the Company’s internal control over financial reporting as of June 30, 2024 has been audited by Baker Tilly US, LLP, an independent registered public accounting firm, as stated in their report, i ncluded on page 67.

Remediation of Previously Disclosed Material Weakness

As previously disclosed in Item 9A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the “prior year Form 10-K”), and in subsequent quarterly reports, we did not (i) design and maintain effective information technology general controls in the areas of user access, and segregation of duties for one of the information technology systems that supports the Company’s financial reporting over inventory (work in process and finished goods) in costing;

and (ii) identify and test controls to ensure the reliability of the costing of inventory (work in process and finished goods).

We executed the following remediation measures, including testing and evaluation of the newly designed and enhanced controls:

• Designed and implemented controls to further improve information technology general controls in the areas of user access and segregation of duties (work in process and finished goods);

• Designed and implemented controls over inventory costing (work in process and finished goods)

Based upon the above, we have determined that these control activities are appropriately designed and implemented, and operating effectively for a sufficient period of time to conclude that the previously identified material weakness has been remediated as of June 30, 2024.

The effectiveness of the Company’s internal control over financial reporting as of June 30, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report included in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

As required by Rule 13a-15(d) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated our internal control over financial reporting to determine whether any changes occurred during the fourth fiscal quarter covered by this Form 10-K that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

Except for the remediation efforts implemented in connection with the material weakness discussed above, there were no changes during the quarter ended June 30, 2024.

Based on that evaluation, there were no changes during the fourth fiscal quarter ended June 30, 2025.

Inherent Limitations on the Effectiveness of Controls

While our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance that their respective objectives will be met, we do not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors and all fraud.

Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met.

control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Alpha and Omega Semiconductor Limited:

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Alpha and Omega Semiconductor Limited and subsidiaries (the "Company") as of June 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, 2025, of the Company and our report dated August 28, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

San Jose, California

August 28, 2025

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 or directors during the June 2024 quarter.

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 shares common shares to be sold pursuant to 10b5-1 trading agreements

Chief Operating Officer

June 12, 2024 November 29, 2024 11,529

1 This plan will expire on the earlier of the end date and the completion of all transactions under the trading arrangement.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

15 unchanged sentences

The index to the consolidated financial statements is below.

Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP - PCAOB Firm ID No.

Report of Independent Registered Public Accounting Firm (Baker Tilly US, LLP - PCAOB Firm ID No.

Report of Independent Registered Public Accounting Firm (BDO USA, LLP - PCAOB Firm ID No.

Consolidated Balance Sheets

4 unchanged sentences

Notes to the Consolidated Financial Statements

(2) Financial Statement Schedules.

(2) Financial Statement Schedule.

Schedule II - Valuation and Qualifying accounts

1 unchanged sentence

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Alpha and Omega Semiconductor Limited:

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Alpha and Omega Semiconductor Limited (the "Company") as of June 30, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for each of the two years in the period ended June 30, 2024, and the related notes and schedule (collectively referred to as the "consolidated financial statements").

We also have audited the Company’s internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting included in Item 9A of this Annual Report on Form 10-K.

Our responsibility is to express an opinion on the Company's consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

To the shareholders and the Board of Directors of Alpha and Omega Semiconductor Limited:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Alpha and Omega Semiconductor Limited and subsidiaries (the "Company") as of June 30, 2025, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for the year ended June 30, 2025, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025, and the results of its operations and its cash flows for the year ended June 30, 2025, in conformity with the accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 28, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Excess and Obsolete Inventory Reserve

As described in Note 1 of the consolidated financial statements, the Company assesses the valuation of its inventory on a periodic basis and provides an allowance based on several factors including inventory quantities on hand as compared with its sales forecasts, historical usage, aging of inventories, production yield levels and current product selling prices.

We identified the provision for excess and obsolete inventory as a critical audit matter because the determination of excess and obsolete inventory reserves is judgmental and considers several factors that are affected by market and economic conditions, such as company forecasts, dynamic pricing environments, and industry supply and demand.

How the critical audit matter was addressed in the audit

Our audit procedures related to management’s estimates used in the valuation of inventory included the following, among others:

• We evaluated and tested the design and operating effectiveness of the Company's internal controls over the valuation of inventory, including the calculation of lower of cost or net realizable value reserves, and the determination of demand forecasts and related application against on hand inventory.

• We reviewed the reasonableness of the Company’s methodology for estimating the valuation of inventories by evaluating factors including excess units on hand based on ending inventory quantities compared to forecasted shipment quantities.

• We tested the significant assumptions, including product demand forecasts, and the completeness and accuracy of the underlying data used in management's inventory valuation assessment.

• We evaluated management’s ability to accurately estimate forecasted demand by comparing estimates made in prior periods to the historical actual results for those same periods.

Revenue recognition – Variable consideration of the allowance for price adjustments

As described in Notes 1 and 6 of the consolidated financial statements, the Company provides special pricing to certain distributors, primarily based on volume, to encourage resale of the Company's products.

The Company estimates the variable consideration of the allowance for price adjustments at the time revenue is recognized.

The Company records a reduction of revenue and a corresponding allowance for price adjustments against accounts receivable on the consolidated balance sheets.

Estimating the allowance for price adjustments requires management to make certain assumptions including distributor inventory levels, forecasted distributor selling prices, distributor margins and future demand for products .

These assumptions could be affected by current and future economic and market conditions.

We identified the variable consideration of the allowance for price adjustments as a critical audit matter because auditing management’s estimate of the allowance for price adjustments was complex, due to the significant assumptions used in estimating the variable consideration.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Inventories — Excess and Obsolete Inventory Reserve — Refer to Note 1 to the financial statements

Critical Audit Matter Description

The Company evaluates the adequacy of the excess and obsolete inventory reserve based upon a review of inventory quantities on hand compared to forecasted demand.

Management’s estimates of forecasted demand are based upon analysis and assumptions including, but not limited to, historical usage, sales forecasts, customer backlog, and projected and current economic trends.

We identified the excess and obsolete inventory reserve as a critical audit matter due to the significant assumptions management makes with regards to estimating the forecasted demand.

This required a high degree of auditor judgement and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management's estimates of forecasted demand.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s estimate of the variable consideration of the allowance for price adjustments included the following, among others:

• We evaluated and tested the design and operating effectiveness of the Company's internal controls for estimating the variable consideration of the allowance for price adjustments, including testing controls over management’s review of the allowance calculation and the underlying assumptions used to develop the estimate.

• We confirmed the quantity of select distributor inventories.

• We tested revenues and allowance for price adjustments and agreed to supporting documents.

• We evaluated the reasonableness of management’s significant assumptions by comparing them to the forecasted distributor selling prices, as well as historical results of the company, including testing the completeness and accuracy of the underlying data.

/s/ Baker Tilly US, LLP

We have served as the Company's auditor since 2022.

Our audit procedures related to management’s estimates of forecasted demand used in the excess and obsolete inventory reserve included the following, among others:

• We tested the effectiveness of internal controls over management’s review of the excess and obsolete inventory reserve, including internal controls designed to review and approve forecasted demand and the underlying assumptions regarding historical usage, sales forecasts, customer backlog, and projected and current economic trends.

• We evaluated management’s ability to accurately estimate forecasted demand by selecting a sample of inventory products as of June 30, 2024, and comparing usage in the current year to forecasted demand estimates made in the prior year.

• We selected a sample of inventory products as of June 30, 2025, and tested the forecasted demand by comparing internal and external information (e.g.

historical usage, customer backlog, communications with customers, expected product lifecycles, economic trends, and inquiries with sales personnel, as applicable) with the Company’s forecasted demand.

• We considered, when relevant, the existence of contradictory evidence based on reading of internal communications to management and the board of directors, Company press releases, and analyst reports, as well as our observations and inquiries as to changes within the business and obtained through other areas of the audit.

/s/ Deloitte & Touche LLP

San Jose, California

August 28, 2025

We have served as the Company's auditor since 2024.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors

Alpha & Omega Semiconductor Limited

Sunnyvale, California

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of operations, and comprehensive income (loss), stockholders’ equity, and cash flows of Alpha and Omega Semiconductor Limited (the “Company”) for the year ended June 30, 2022, and the related notes and schedule (collectively referred to as the “Consolidated Financial Statements”).

In our opinion, the Consolidated Financial Statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended June 30, 2022, in conformity with accounting principles generally accepted in the United States of America.

To the stockholders and the Board of Directors of Alpha and Omega Semiconductor Limited:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Alpha and Omega Semiconductor Limited (the "Company") as of June 30, 2024, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for each of the two years in the period ended June 30, 2024, and the related notes and schedule (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s Consolidated Financial Statements based on our audit.

Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the Consolidated Financial Statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Consolidated Financial Statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ BDO USA, LLP

We have served as the Company's auditor from 2018 to 2022.

San Jose, California

September 19, 2022

We believe that our audits provide a reasonable basis for our opinion.

/s/ Baker Tilly US, LLP

We served as the Company's auditor from 2022 to 2024.

Santa Clara, California

August 23, 2024 (August 28, 2025, as to the effects of the adoption of ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, described in Note 13)

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

48 unchanged sentences

Retained earnings 533,927 631,058

Total Alpha and Omega Semiconductor Limited shareholders’ equity 891,607 883,919

Total liabilities and equity $ 1,145,013 $ 1,199,737

Total shareholders' equity 822,332 891,607

Total liabilities and shareholders' equity $ 1,034,303 $ 1,145,013

The accompanying notes are an integral part of these consolidated financial statements.

6 unchanged sentences

Cost of goods sold 1

535,158 485,356 491,785

Gross profit 161,004 171,918 199,536

5 unchanged sentences

( 28,436 ) ( 3,756 ) 22,529

Other income (loss), net

( 73 ) ( 1,730 ) 999

Interest income (expense), net 1,186 ( 1,087 ) ( 3,920 )

Gain on deconsolidation of the JV Company — — 399,093

Loss on changes of equity interest in the JV Company, net — — ( 3,140 )

Net income (loss) before income taxes

Other loss, net

( 1,004 ) ( 73 ) ( 1,730 )

Income tax expense 3,649 5,937 39,258

Net income (loss) before loss from equity method investment ( 6,292 ) 13,775 455,812

Equity method investment loss from equity investee ( 4,789 ) ( 1,411 ) ( 2,629 )

Interest income 4,283 5,168 3,775

Interest expenses ( 2,639 ) ( 3,982 ) ( 4,862 )

Net income (loss) before income taxes and equity method investment loss ( 27,796 ) ( 2,643 ) 19,712

Income tax expense (benefit) ( 8,625 ) 3,649 5,937

Net income (loss) before equity method investment loss ( 19,171 ) ( 6,292 ) 13,775

Equity method investment loss ( 77,805 ) ( 4,789 ) ( 1,411 )

Net income (loss) $ ( 96,976 ) $ ( 11,081 ) $ 12,364

Net income attributable to noncontrolling interest — — 20

Net income (loss) attributable to Alpha and Omega Semiconductor Limited $ ( 11,081 ) $ 12,364 $ 453,163

Net income (loss) per common share attributable to Alpha and Omega Semiconductor Limited

Net income (loss) per common share

Basic $ ( 3.30 ) $ ( 0.39 ) $ 0.45

Diluted $ ( 3.30 ) $ ( 0.39 ) $ 0.42

Weighted average number of common share attributable to Alpha and Omega Semiconductor Limited used to compute net income (loss) per share:

Weighted average number of common share used to compute net income (loss) per share:

Basic 29,405 28,236 27,552

Diluted 29,405 28,236 29,528

(1) - Amounts include related party transactions.

Refer to footnote 3, Related Party Transactions.

The accompanying notes are an integral part of these consolidated financial statements.

4 unchanged sentences

2025 2024 2023

Net income (loss) including noncontrolling interest $ ( 11,081 ) $ 12,364 $ 453,183

Net income (loss) $ ( 96,976 ) $ ( 11,081 ) $ 12,364

Other comprehensive income (loss), net of tax

Foreign currency translation adjustment ( 5,308 ) ( 9,191 ) 1,307

Cumulative translation adjustment removal due to deconsolidation of the JV Company — — ( 3,642 )

Foreign currency translation adjustment, net of $( 43 ), $ 876 and $ 1,566 tax in each of the fiscal year ended June 30, 2025, 2024 and 2023, respectively.

1,029 ( 5,308 ) ( 9,191 )

Comprehensive income (loss) $ ( 95,947 ) $ ( 16,389 ) $ 3,173

Noncontrolling interest — — ( 1,080 )

Comprehensive income (loss) attributable to Alpha and Omega Semiconductor Limited $ ( 16,389 ) $ 3,173 $ 451,928

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

(in thousands)

Preferred Shares Common Shares Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (loss) Retained Earnings Total AOS Shareholders' Equity Noncontrolling Interest Total Equity

Preferred Shares Common Shares Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (loss) Retained Earnings Total Shareholders' Equity

Shares Amount Shares Amount Shares Amount

4 unchanged sentences

Issuance of shares under Employee Stock Purchase Plan — — 350 1 — — 8,426 — — 8,427

Repurchase of common shares under share repurchase program — — ( 548 ) ( 13,432 ) — — — ( 13,432 )

Share-based compensation expense — — — — — — 37,488 — — 37,488

Restricted stock units settlement in connection with service — — — — — — 400 — — 400 — 400

Net income including noncontrolling interest through December 1, 2021 — — — — — — — — 453,163 453,163 20 453,183

Net income — — — — — — — — 12,364 12,364

Foreign currency translation adjustment — — — — — — — ( 9,191 ) — ( 9,191 )

Deconsolidation of noncontrolling interest — — — — — — — ( 1,793 ) — ( 1,793 ) ( 143,889 ) ( 145,682 )

Balance, June 30, 2023 — — 34,811 70 ( 7,157 ) ( 79,365 ) 329,034 ( 8,111 ) 642,291 883,919

3 unchanged sentences

Issuance of shares under Employee Stock Purchase Plan — — 406 — — — 7,801 — — 7,801

Repurchase of common shares under share repurchase program — — ( 548 ) ( 13,432 ) — — — ( 13,432 ) — ( 13,432 )

Share-based compensation expense — — — — — — 21,641 — — 21,641

Net income — — — — — — — — 12,364 12,364 — 12,364

— — — — — — — — ( 11,081 ) ( 11,081 )

Foreign currency translation adjustment — — — — — — — ( 5,308 ) — ( 5,308 )

5 unchanged sentences

Share-based compensation expense — — — — — — 29,569 — — 29,569

— — — — — — — — ( 11,081 ) ( 11,081 ) — ( 11,081 )

Net loss — — — — — — — — ( 96,976 ) ( 96,976 )

Foreign currency translation adjustment — — — — — — — 1,029 — 1,029

7 unchanged sentences

Cash flows from operating activities

Net income (loss) including noncontrolling interest $ ( 11,081 ) $ 12,364 $ 453,183

Net income (loss) $ ( 96,976 ) $ ( 11,081 ) $ 12,364

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Gain on deconsolidation of the JV Company — — ( 399,093 )

Loss on changes of equity interest in the JV Company, net — — 3,140

Deferred income tax on deconsolidation and changes of equity interest in the JV Company — — 29,973

Depreciation and amortization 62,396 53,757 43,207

Equity method investment loss from equity investee 4,789 1,411 2,629

Equity method investment loss 77,805 4,789 1,411

Share-based compensation expense 29,569 21,641 37,488

1 unchanged sentence

Loss on disposal of property and equipment 80 78 182

Changes in assets and liabilities:

Impairment of property and equipment 1,045 — —

Impairment of privately-held investment 100 — —

Changes in operating assets and liabilities:

Accounts receivable ( 22,226 ) 9,873 43,262

4 unchanged sentences

Income taxes payable ( 399 ) ( 1,974 ) 1,957

Income taxes payable on deconsolidation and changes of equity interest in the JV Company — — 3,490

Increase (decrease) in deferred revenue ( 5,482 ) 8,073 —

Deferred revenue ( 2,591 ) ( 5,482 ) 8,073

Accrued and other liabilities ( 26,885 ) ( 33,760 ) ( 45,545 )

1 unchanged sentence

Cash flows from investing activities

Proceeds from sale of equity interest in the JV Company — — 26,347

Deconsolidation of cash and cash equivalents of the JV Company — — ( 20,734 )

Purchases of property and equipment ( 37,180 ) ( 37,088 ) ( 110,428 )

9 unchanged sentences

Principal payments on finance leases ( 935 ) ( 867 ) ( 810 )

Net cash provided by (used in) financing activities ( 9,903 ) ( 29,611 ) 21,854

Net cash used in financing activities ( 15,496 ) ( 9,903 ) ( 29,611 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 227 ( 126 ) ( 280 )

Net increase (decrease) in cash, cash equivalents and restricted cash ( 20,063 ) ( 119,048 ) 109,838

Net decrease in cash, cash equivalents and restricted cash ( 22,042 ) ( 20,063 ) ( 119,048 )

Cash, cash equivalents and restricted cash at beginning of year 175,540 195,603 314,651

20 unchanged sentences

Alpha and Omega Semiconductor Limited and its subsidiaries (the “Company”, “AOS”, “we” or “us”) design, develop and supply a broad range of power semiconductors.

The Company's portfolio of products targets high-volume applications, including personal and portable computers, graphic cards, flat panel TVs, home appliances, smart phones, battery packs, quick chargers, home appliances, consumer and industrial motor controls and power supplies for TVs, computers, servers and telecommunications equipment.

The Company conducts its operations primarily in the United States of America (“USA”), Hong Kong, China, and South Korea.

The Company's portfolio of products targets high-volume applications, including personal computers, graphic cards, game consoles, home appliances, power tools, smart phones, battery packs, consumer and industrial motor controls and power supplies for computers, servers and telecommunications equipment.

The Company conducts its operations primarily in the United States, Hong Kong, China, and South Korea.

Basis of Preparation

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and a subsidiary in which it had a controlling interest until December 1, 2021.

As of December 2, 2021, the Company ceased having control over this subsidiary.

Therefore, the Company deconsolidated this subsidiary as of that date.

Subsequently, the Company has accounted for it using the equity method of accounting.

The consolidated financial statements include the accounts of all subsidiaries.

All intercompany account balances and transactions have been eliminated.

7 unchanged sentences

Subsequently, the Company has accounted for its investment in the JV Company using the equity method of accounting.

As of June 30, 2023, the percentage of outstanding JV equity interest beneficially owned by the Company was reduced to 42.2 %.

Such reduction reflects (i) the sale by the Company of approximately 2.1 % of the outstanding JV equity interest which resulted in the deconsolidation of the JV Company, (ii) additional sale by the Company of approximately 1.1 % of outstanding JV equity interest in December 2021, (iii) the adoption of an employee equity incentive plan and the issuance of additional equity interest equivalent to 3.99 % of the JV Company to investors in exchange for cash in December 2021, and (iv) issuance of additional equity interest of JV to investors in January 2022.

In February 2024, the JV Company repurchased certain shares that were previously issued to employees under the employee equity incentive plan, which increased the Company’s percentage of equity ownership in the JV Company by 0.54 %.

Equity Method Investment Loss

The Company uses the equity method of accounting when it has the ability to exercise significant influence, but not control, as determined in accordance with generally accepted accounting principles, over the operating and financial policies of the investee.

Effective December 1, 2021, the Company reduced its equity interest in the JV Company and no longer controlled the JV Company.

As a result, beginning December 2, 2021, the Company recorded its investment under the equity method of accounting.

Since the Company is unable to obtain accurate financial information from the JV Company in a timely manner, the Company’s share of earnings or losses of the JV Company is recorded on a one quarter lag.

The Company discloses and recognizes intervening events at the JV Company in the lag period that could materially affect its consolidated financial statements, if applicable.

The Company records its interest in the net earnings or loss of the equity method investee, along with adjustments for unrealized profits or losses on intra-entity transactions and amortization of basis differences, within earnings or loss from equity interests in the Consolidated Statements of Operations.

Profits or losses related to intra-entity sales with the equity method investee are eliminated until realized by the investor and investee.

Basis differences represent differences between the cost of the investment and the underlying equity in net assets of the investment and are generally amortized over the lives of the related assets that gave rise to them.

Equity method goodwill is not amortized;

instead the equity method investment is tested for impairment.

The Company reviews for impairment whenever factors indicate that the carrying amount of the investment is determined to be other than temporary.

In such a case, the decrease in value is recognized in the period the impairment occurs in the Consolidated Statements of Operations.

From December 2021 to June 2024, the Company completed several transactions to sell additional equity interests of the JV Company to third-party investors, while the JV Company also issued additional equity interests to new investors that diluted the Company's ownership interest.

Accordingly, as of June 30, 2024, the percentage of outstanding JV equity interest beneficially owned by the Company was further reduced to 42.8 %.

On December 30, 2024, the JV Company signed an investment agreement with an investor, pursuant to which the investor agreed to invest RMB 500 million (or $ 68.5 million based on the currency exchange rate between RMB and U.S.

Dollar on December 31, 2024) in the JV Company in exchange for a 7.09 % interest.

This transaction closed on January 15, 2025, at which time, the percentage of outstanding JV Company’s equity interest owned by the Company was reduced to approximately 39.2 %.

The Company recorded a gain of $ 0.5 million on the change of equity interest in the JV Company, which was included in the equity method investment loss line in the consolidated statements of operations.

The funding of the investment was agreed to be made in three installments.

The JV Company received the first installment of RMB 40 million (or $ 5.5 million) on December 31, 2024.

However, the JV

Company has not received the remaining two installments as of the filing date.

As of June 30, 2025, the percentage of outstanding JV equity interest beneficially owned by the Company was 39.2 %.

Risks and Uncertainties

The Company is subject to certain risks and uncertainties.

The Company believes changes in any of the following areas could have a material adverse effect on the Company's future financial position or results of operations or cash flows:

the macroeconomic condition and cyclical nature of the semiconductor industry;

the timing and success of new product development, including market receptiveness, operation of in-house manufacturing facilities, litigation or claims against the Company based on intellectual property, patent, product regulatory or other factors, competition from other products, general economic conditions, the inability to attract and retain qualified employees, lack of control of the JV Company and ultimately to sustain profitable operations, risks associated with doing business in China, and ability to diversify products and develop digital business;

the general state of the U.S., China and world economies;

the loss of any of its larger customers;

restrictions on the Company’s ability to sell to foreign customers due to trade laws, regulations and requirements;

disruptions of the supply chain of components needed for our products;

inability to obtain additional financing;

inability to meet certain debt covenants;

fundamental changes in the technology underlying the Company’s products;

successful and timely completion of product design efforts;

and new product design introductions by competitors.

Additional risks and uncertainties that the Company is unaware of, or that the Company currently believes are not material, may also become important factors that adversely affect its business.

The Company's revenue is limited by its ability to utilize wafer production and packaging and testing capacity from its in-house facilities and obtain adequate wafer supplies from third-party foundries.

Currently the Company's main third-party foundry is Shanghai Hua Hong Grace Electronic Company Limited, or HHGrace, located in Shanghai, China.

HHGrace has been manufacturing wafers for the Company since 2002.

HHGrace manufactured approximately 3.8 %, 9.6 % and 10.3 % of the wafers used in the Company's products for the fiscal years ended June 30, 2024, 2023 and 2022, respectively.

Although the Company believes that its volume of production allows the Company to secure favorable pricing and priority in allocation of capacity in its third-party foundries, if the foundries' capacities are constrained due to market demands, HHGrace, together with other foundries from which the Company purchases wafers, may not be willing or able to satisfy all of the Company's manufacturing requirements on a timely basis and/or at favorable prices.

In addition, manufacturing facilities' capacity affects the Company's gross margin because the Company has certain fixed costs associated with its Oregon Fab as well as in-house packaging and testing facilities.

If the Company fails to utilize its manufacturing facilities' capacity at a desirable level, its financial condition and results of operations will be adversely affected.

In the fourth quarter of fiscal year 2025, the Company began negotiations with a third-party strategic investor to sell a portion of its outstanding equity interest in the JV Company.

On July 14, 2025, the Company entered into an equity transfer agreement (“Agreement”) with the investor to sell approximately 20.3 % of outstanding equity interest in the JV Company for an aggregate cash consideration of $ 150 million.

The Company identified the negotiations of the equity transfer agreement throughout the fourth quarter of fiscal year 2025 as an impairment indicator and performed a quantitative impairment test as of June 30, 2025.

Based on the implied valuation of the JV Company per the transaction price in the equity transfer agreement, the fair value of the equity method investment was determined to be lower than its carrying value, and a $ 76.8 million other-than-temporary impairment of the equity method investment was recognized as of June 30, 2025.

The impairment loss is recorded within Equity method investment loss in the consolidated statement of operations for the year-ended June 30, 2025.

Use of Estimates

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To the extent there are material differences between these estimates and actual results, the Company's consolidated financial statements will be affected.

On an ongoing basis, the Company evaluates the estimates, judgments and assumptions including those related to stock rotation returns, price adjustments, allowance for doubtful accounts, inventory reserves, warranty accrual, income taxes, leases, share-based compensation, recoverability of and useful lives for property, plant and equipment and intangible assets.

On an ongoing basis, the Company evaluates the estimates, judgments and assumptions including those related to reserve of stock rotation returns, allowance for price adjustments, allowance for expected credit loss, inventory reserves, warranty accrual, income taxes, leases, share-based compensation, recoverability of and useful lives for property, plant and equipment.

Foreign Currency Transactions and Translation

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however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk.

The Company maintains restricted cash in connection with cash balances temporarily restricted for regular business operations.

The Company maintains restricted cash in connection with cash balances temporarily restricted by the local custom authority for regular business operations.

These balances have been excluded from the Company’s cash and cash equivalents balance and are classified as restricted cash in the Company’s consolidated balance sheets.

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The carrying values of financial instruments such as cash and cash equivalents, accounts receivable and accounts payable approximate their carrying values due to their short-term maturities.

Level 2 inputs were used to estimate the fair value of the equity method investment for the purpose of recognizing the other than temporary impairment recorded in 2025.

The carrying value of the Company’s debt is considered a reasonable estimate of fair value which is estimated by considering the current rates available to the Company for debt of the same remaining maturities, structure and terms of the debts.

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Cost includes semiconductor wafer and raw materials, labor, depreciation expenses and other manufacturing expenses and overhead, and packaging and testing fees paid to third parties if subcontractors are used.

Valuation of inventories are based on the Company's periodic review of inventory quantities on hand as compared with its sales forecasts, historical usage, aging of inventories, production yield levels and current product selling prices.

If actual market conditions are less favorable than those forecasted by management, additional future inventory write-downs may be required that could adversely affect the Company's operating results.

Adjustments to inventory once established are not reversed until the related inventory has been sold or scrapped.

If actual market conditions are more favorable than expected and the products that have previously been written down are sold, our gross margin would be favorably impacted.

The Company evaluated its inventory for salability, obsolescence and other available applicable information.

When evaluating the adequacy of its provision for excess and obsolete inventory, the Company identifies excess and obsolete products and also analyzes historical usage, forecasted demand, and current economic trends.

If actual economic trends are less favorable than those forecasted, additional future inventory write-downs may be required, which could adversely affect our operating results.

Inventory adjustments, once established, are not reversed until the related inventory has been sold or scrapped.

Property, Plant and Equipment

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Equipment and construction in progress represent equipment received but the necessary installation has not been fully performed or building construction and leasehold improvements have been started but not yet completed.

Equipment and construction in progress are stated at cost and transferred to the respective asset class when fully completed and ready for their intended use.

Internal-use software development costs are capitalized to the extent that the costs are directly associated with the development of identifiable and unique software products controlled by the Company that will probably generate economic benefits beyond one year.

Equipment and

construction in progress are stated at cost and transferred to the respective asset class when fully completed and ready for their intended use.

Internal-use software development costs are capitalized to the extent that the costs are directly associated with the development of identifiable and unique software products controlled by the Company that are expected to generate economic benefits beyond one year.

Costs incurred during the application development stage are required to be capitalized.

The application development stage is characterized by software design and configuration activities, coding, testing and installation.

Training costs and maintenance are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality.

Training costs and maintenance are expensed as incurred, while upgrades and enhancements are capitalized if such expenditures will result in additional functionality.

Costs include employee costs incurred and fees paid to outside consultants for the software development and implementation.

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The Company records such grants either as a reduction of the related expense, a reduction of the cost of the related asset, or as other income depending upon the nature of the grant.

As a result of such grants, during the fiscal year ended June 30, 2024, the Company reduced property, plant and equipment by $ 1.0 million.

As a result of such grants, during the fiscal year ended June 30, 2025 and 2024, the Company reduced property, plant and equipment by $ 0.7 million and $ 1.0 million, respectively.

During the fiscal year ended June 30, 2023, the Company reduced property, plant and equipment by $ 0.6 million and operating expenses by $ 0.1 million.

During the fiscal year ended June 30, 2022, the Company reduced interest expense by $ 0.9 million, property, plant and equipment by $ 1.4 million, and operating expenses by $ 0.2 million.

Long-lived Assets

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When evaluating long-lived assets, if the Company concludes that the estimated undiscounted cash flows attributable to the assets are less than their carrying value, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their respective fair values, which could adversely affect its results of operations.

During the fiscal year ended June 30, 2025, the Company identified certain purchased manufacturing equipment that was unable to meet its production process requirements.

Because the equipment had no alternative uses, the Company recorded an impairment of $ 1.0 million related to such equipment.

There was no impairment of long-lived assets for fiscal years 2024 and 2023.

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and (5) recognition of revenue when, or as, a performance obligation is satisfied.

The Company recognizes product revenue at a point in time when product is shipped to the customer, as determined by the agreed upon shipping terms, net of estimated stock rotation returns and price adjustments that it expects to provide to certain distributors.

The Company recognizes revenue at a point in time when its performance obligation has been satisfied and control of the product is transferred to the customer, as determined by the agreed upon shipping terms, net of estimated stock rotation returns and price adjustments that it expects to provide to certain distributors.

The Company presents revenue net of sales taxes and any similar assessments.

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The Company sells its products primarily to distributors, who in turn sell the products globally to various end customers.

The Company allows stock rotation returns from certain distributors.

Sales to most distributors are made under terms allowing certain price adjustments of the Company’s products held in their inventory or upon sale to their end customers.

Revenue from sales to distributors is recognized upon the transfer of control to the distributor.

In the ordinary course of business, our distributors may need to sell our products to end customers at prices below the standard distribution price in order to remain competitive and secure sales.

After the distributors sell the Company’s products to their end customers, the distributors submit a “ship-and-debit” price adjustment claim to the Company to adjust the distributor’s cost from the standard price to the pre-approved lower price.

After the Company verifies that the claim was pre-approved, a credit memo is issued to the distributors for the ship-and-debit claim.

In determining the transaction price, the Company considers ship-and-debit price adjustments to be variable consideration.

The Company estimates the variable consideration of the allowance for price adjustments at the time revenue is recognized.

The Company also allows stock rotation

returns from certain distributors.

Stock rotation returns are governed by contract and are limited to a specified percentage of the monetary value of products purchased by distributors during a specified period.

The Company records an allowance for stock rotation returns based on historical returns, current expectations, and individual distributor agreements.

The Company also provides special pricing to certain distributors, primarily based on volume, to encourage resale of the Company's products.

The Company records an allowance for stock rotation returns based on historical returns, expected sales volumes and individual distributor agreements.

Allowance for price adjustments is recorded against accounts receivable and the provision for stock rotation rights is included in accrued liabilities on the consolidated balance sheets.

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The Company elected to apply the practical expedient provided in ASC 606, “Revenue from Contracts with Customers”.

Therefore, the Company is not

required to disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period.

Therefore, the Company is not required to disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period.

The Company recognizes the incremental direct costs of obtaining a contract, which consist of sales commissions, when control over the products they relate to transfers to the customer.

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License and Development Services Revenue Recognition

In February 2023, the Company entered into a license agreement with a customer to license the Company’s proprietary SiC technology and to provide 24-months of engineering and development services for a total fee of $ 45.0 million, consisting of an upfront fee of $ 18.0 million, $ 6.8 million and $ 9.0 million paid to the Company in March 2023, July 2023 and February 2024, respectively, with the remaining amount to be paid upon the achievement of specified engineering services and product milestones.

The license and development fee is determined to be one performance obligation and is recognized over the 24 months when the Company performs the engineering and development services.

The Company uses the input method to measure progression, representing a faithful depiction of the transfer of services.

The license and development fee required significant integration to create a combined output to the customer and was determined to be one performance obligation and was recognized over the 24 months when the Company performed the engineering and development services.

The Company used the input method to measure progress and recognize revenue, based on the effort expended relative to the estimated total effort to satisfy the performance obligation.

During the fiscal years ended June 30, 2025 and 2024, the Company recorded $ 13.8 million and $ 21.2 million of license and development revenue, respectively.

1 unchanged sentence

In addition, the Company also entered an accompanying supply agreement to provide limited wafer supply to the customer.

As of June 30, 2025, all revenue has been recognized and all consideration has been received associated with the license agreement.

The Company determines if an arrangement is a lease at inception.

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The Company accrues for estimated warranty costs at the time revenue is recognized.

The Company's warranty obligation is determined by product failure rates, labor and material costs for replacing defective parts, related freight costs for failed parts and other quality assurance costs.

The Company monitors its product returns for warranty claims and maintains warranty reserves based on historical experiences and anticipated warranty claims known at the time of estimation.

The Company monitors its warranty claims and maintains warranty reserves based on historical experiences and anticipated warranty claims known at the time of estimation.

Shipping and Handling Costs

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The Company considers evidence such as our past operating results, the existence of cumulative losses in recent years and our forecast of future taxable income.

The Company has concluded that it should report a full valuation allowance on its state research and development (R&D) tax credit carryforwards as the Company annually generates more state R&D tax credits than it could use based on its forecasts.

The Company has concluded that it should report a full valuation allowance on its state research and development tax credit carryforwards as the Company annually generates more state R&D tax credits than it could use based on its forecasts.

The Financial Accounting Standards Board (FASB) issued guidance which clarifies the accounting for income taxes by prescribing a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized.

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Share-based Compensation Expense

The Company maintains an equity-settled, share-based compensation plan to grant restricted share units and stock options.

The Company maintains an equity-settled, share-based compensation plan to grant restricted share units.

The Company recognizes expense related to share-based compensation awards that are ultimately expected to vest based on estimated fair values on the date of grant.

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For restricted stock awards subject to market conditions, the fair value of each restricted stock award is estimated at the date of grant using the Monte-Carlo pricing model.

The fair value of stock options is estimated on the date of grant using the Black-Scholes option valuation model.

Share-based compensation expense is recognized on the accelerated attribution basis over the requisite service period of the award, which generally equals the vesting period.

The Black-Scholes option valuation model requires the input of subjective assumptions, including the expected term and stock price volatility.

In addition, judgment is also required in estimating the number of stock-based awards that are expected to be forfeited.

Forfeitures are estimated based on historical experience at the time of grant.

Changes in estimated forfeitures are recognized in the period of change and impact the amount of stock compensation expenses to be recognized in future periods, which could be material if actual results differ significantly from estimates.

Forfeitures are estimated based on historical experience.

The Employee Share Purchase Plan (the “ESPP”) is accounted for at fair value on the date of grant using the Black-Scholes option valuation model.

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Recently Adopted Accounting Standards

In November 2023, the FASB issued ASU No.

2023-07, “Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures”, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

This ASU also expands disclosure requirements to enable users of financial statements to better understand the entity’s measurement and assessment of segment performance and resource allocation.

The Company adopted the guidance during the three months ended June 30, 2025 and the adoption did not have a significant impact on the consolidated financial statements.

Recently Issued Accounting Standards not yet adopted

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This guidance is effective for annual periods beginning after December 15, 2024 with early adoption permitted.

The Company is currently evaluating the impact of the ASU on its income tax disclosures within the consolidated financial statements.

The Company did not early adopt ASU 2023-09 and will apply these additional income tax disclosures in its June 2026 fiscal year.

In November 2024, the FASB issued ASU No.

This ASU also expands disclosure requirements to enable users of financial statements to better understand the entity’s measurement and assessment of segment performance and resource allocation.

This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after

December 15, 2024, with early adoption permitted.

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

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 annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

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

Equity Method Investment in Equity Investee

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The Transaction closed on December 2, 2021 (the “Closing Date”), which reduced the Company’s equity interest in the JV Company from 50.9 % to 48.8 %.

Also, the Company’s right to designate directors on the board of the JV Company was reduced to three ( 3 ) out of seven ( 7 ) directors, from four ( 4 ) directors prior to the Transaction.

As a result of the Transaction and other factors, the Company no longer has a controlling financial interest in the JV Company and has determined that the JV Company was deconsolidated from the Company’s consolidated financial statements effective as of the Closing Date.

In connection with the deconsolidation and in accordance with ASC 810, the Company recorded a gain on deconsolidation of $ 399.1 million during the fiscal year ended June 30, 2022 in the condensed consolidated statements of operations.

The gain on deconsolidation of the JV Company was calculated as follows:

(in thousands)

Cash received for sales of shares in the JV Company

Fair value of retained equity method investment

Carrying amount of non-controlling interest

Cumulative translation adjustment removal

Carrying amount of net assets of the JV Company at December 1, 2021

Gain on deconsolidation of the JV Company

On December 24, 2021, the Company entered into a share transfer agreement with another third-party investor, pursuant to which the Company sold to this investor 1.1 % of outstanding equity interest held by the Company in the JV Company.

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On January 26, 2022, the JV Company completed a financing transaction pursuant to a corporate investment agreement (the “Investment Agreement”) between the JV Company and certain third-party investors (the “New Investors”).

Under the Investment Agreement, the New Investors purchased newly issued equity interest of the JV Company, representing approximately 7.82 % of post-transaction outstanding equity interests of the JV Company, for a total purchase price of RMB 509 million (or approximately USD 80 million based on the currency exchange rate as of January 26, 2022) (the “Investment”).

Following the closing of the Investment and as of June 30, 2022, the percentage of outstanding JV equity interest beneficially owned by the Company was reduced to 42.2 %.

The net loss associated with these sales of JV Company equity interest held by the Company was recorded in the fiscal year ended June 30, 2022 as follows:

(in thousands)

Gain on 1.1% equity interest sold

Loss on diluted equity interest from issuance of shares under the employee equity incentive plan

Gain on 7.82% equity interest sold

Loss on changes on equity interest of the JV Company, net

Under the Investment Agreement, the New Investors purchased newly issued equity interest of the JV Company, representing approximately 7.82 % of post-transaction outstanding equity interests of the JV Company, for a total purchase price of RMB 509 million (or approximately $ 80 million based on the currency exchange rate as of January 26, 2022) (the “Investment”).

Following the closing of the Investment, the percentage of outstanding JV equity interest beneficially owned by the Company was reduced to 42.2 %.

As of June 30, 2024, the percentage of outstanding JV equity interest beneficially owned by the Company was 42.8 %.

On December 30, 2024, the JV Company signed an investment agreement with an investor, pursuant to which the third-party investor agreed to invest RMB 500 million (or $ 68.5 million based on the currency exchange rate between RMB and U.S.

Dollar on December 31, 2024) in the JV Company in exchange for a 7.09 % interest.

This transaction closed on January 15, 2025, at which time, the percentage of outstanding JV Company’s equity interest owned by the Company was reduced to approximately 39.2 %.

We recorded a gain of $ 0.5 million on the change of equity interest in the JV Company, which was included in the equity method investment loss line in the consolidated statements of operations.

The funding of the investment was agreed to be made in three installments.

The JV Company received the first installment of RMB 40 million (or $ 5.5 million) on December 31, 2024.

However, the JV Company has not received the remaining two installments as of the filing date.

In the fourth quarter of fiscal year 2025, the Company began negotiations with a third-party strategic investor to sell a portion of its outstanding equity interest in the JV Company.

On July 14, 2025, the Company entered into an equity transfer agreement with the investor to sell approximately 20.3 % of outstanding equity interest in the JV Company for an aggregate cash consideration of approximately $ 150 million to be paid in four installments, subject to satisfaction of certain conditions.

The impairment loss is recorded within Equity method investment loss in the consolidated statement of operations for the year-ended June 30, 2025.

The Company accounts for its investment in the JV Company as an equity method investment and 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 fiscal years ended June 30, 2024, 2023 and 2022, the Company recorded $ 4.8 million, $ 1.4 million and $ 2.6 million of its equity in loss of the JV Company, respectively, using lag reporting.

During the fiscal years ended June 30, 2025, 2024 and 2023, the Company recorded $ 77.8 million including the impairment loss, $ 4.8 million and $ 1.4 million of equity method investment loss, respectively, using lag reporting.

As of June 30, 2025, the percentage of outstanding JV equity interest beneficially owned by the Company was 39.2 %.

The difference between the investment’s carrying value on June 30, 2025 of $ 279.1 million and the underlying equity in net assets of approximately $ 107.1 million as of March 31, 2025 relates primarily to equity method goodwill.

Summarized Financial Information

The following table presents summarized financial information for the JV Company (in thousands):

As of March 31, 2024

As of March 31, 2025 As of March 31, 2024

As of March 31, 2023

Current assets $ 101,151 $ 86,280 $ 122,324

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Non-current liabilities $ 82,124 $ 81,899 $ 36,525

For the period April 1, 2023 to March 31, 2024

For the period April 1, 2024 to March 31, 2025 For the period April 1, 2023 to March 31, 2024

For the period April 1, 2022 to March 31, 2023

For the period December 2, 2021 to March 31, 2022

Revenue $ 142,921 $ 128,951 $ 178,974

Gross loss (income) $ ( 1,844 ) $ ( 4,502 ) $ 870

$ 8,662 $ 1,844 $ 4,502

Operating expenses $ 10,637 $ 9,174 $ 5,939

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

AOS previously sold 8-inch wafers to the JV Company for further assembly and testing services until January 1, 2023, when it changed to consign the 8-inch wafers to the JV Company.

The JV Company reimbursed AOS for purchases made on its behalf of $ 11.3 million, $ 9.8 million and $ 35.6 million during the fiscal year ended June 30, 2025, 2024 and 2023, respectively.

Due to the right of offset of receivables and payables with the JV Company, as of June 30, 2025 and 2024, AOS recorded the net amount of $ 15.8 million and $ 13.7 million, respectively, as a payable related to equity investee, net, on the Consolidated Balance Sheet.

Since the December 2, 2021 deconsolidation of the JV Company and through the fiscal year ended June 30, 2022, the Company purchased finished goods and services of $ 117.6 million from the JV Company and AOS provided the JV Company with $ 36.4 million of 8-inch wafers.

The purchases by AOS for the fiscal year ended June 30, 2023 were $ 127.8 million and the sales by AOS for the fiscal year ended June 30, 2023 were $ 35.6 million.

The purchases by AOS for the fiscal year ended June 30, 2024 were $ 96.6 million and the sales by AOS for the fiscal year ended June 30, 2024 were $ 9.8 million.

Net Income (Loss) Per Common Share Attributable to Alpha and Omega Semiconductor Limited

The purchases by AOS for the fiscal year ended June 30, 2025, 2024 and 2023 were $ 109.1 million, $ 96.6 million and $ 127.8 million, respectively.

Net Income (Loss) Per Common Share

Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period.

Diluted net income (loss) per share is computed using the weighted-average number of common shares outstanding, plus potential shares of common stock during the period.

Potential shares of common stock include dilutive shares attributable to the assumed exercise of share options, ESPP shares and vesting of RSUs using the treasury stock method and contingent issuances of common shares related to convertible preferred shares, if dilutive.

Potential shares of common stock include dilutive shares attributable to the assumed exercise of share options, employee share purchase plan shares and vesting of restricted stock units using the treasury stock method.

Under the treasury stock method, potential common shares outstanding are not included in the computation of diluted net income (loss) per share if their effect is anti-dilutive.

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

The following table presents the calculation of basic and diluted net income (loss) per share:

Year Ended June 30,

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(in thousands, except per share data)

Net income (loss) attributable to Alpha and Omega Semiconductor Limited $ ( 11,081 ) $ 12,364 $ 453,163

Net income (loss) $ ( 96,976 ) $ ( 11,081 ) $ 12,364

Weighted average number of common shares used to compute basic net income (loss) per share 29,405 28,236 27,552

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Weighted average number of common shares used to compute diluted net income (loss) per share 29,405 28,236 29,528

Net income (loss) per share attributable to Alpha and Omega Semiconductor Limited:

Net income (loss) per share:

Basic $ ( 3.30 ) $ ( 0.39 ) $ 0.45

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Concentration of Credit Risk and Significant Customers

The Company manages its credit risk associated with exposure to distributors and direct customers on outstanding accounts receivable through the application of credit approvals, credit ratings and other monitoring procedures.

The Company manages its credit risk associated with exposure to distributors and direct customers on outstanding accounts receivable through the application and review of credit approvals, credit ratings and other monitoring procedures.

In some instances, the Company also obtains letters of credit from certain customers.

Credit sales, which are mainly on credit terms of 30 to 60 days, are only made to customers who meet the Company's credit standards, while sales to new customers or customers with low credit ratings are usually made on an advance payment basis.

Credit sales, which are mainly on credit terms of 30 to 60 days, are only made to customers who meet the Company’s credit requirements, while sales to new customers or customers with low credit ratings are usually made on an advance payment basis.

The Company considers its trade accounts receivable to be of good credit quality because its key distributors and direct customers have long-standing business relationships with the Company and the Company has not experienced any significant bad debt write-offs of accounts receivable in the past.

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Allowance for price adjustments ( 40,802 ) ( 41,689 )

Allowance for doubtful accounts ( 30 ) ( 30 )

Allowance for credit losses ( 30 ) ( 30 )

Accounts receivable, net $ 34,772 $ 12,546

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(in thousands)

VAT receivable $ 304 $ 275

Value-added tax receivable $ 339 $ 304

Other prepaid expenses 2,383 1,822

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Prepaid maintenance 1,990 2,195

Prepayments to supplier 1,301 10,689

Deposit with supplier 7,073 1,301

Prepaid income tax 336 819

Interest receivable 191 383

Short term deposit 534 21

Other receivables 1,700 2,697

10 unchanged sentences

657,895 634,251

accumulated depreciation ( 320,751 ) ( 272,503 )

accumulated depreciation and amortization ( 371,836 ) ( 320,751 )

286,059 313,500

11 unchanged sentences

Deposit with supplier 18,080 22,117

Other long-term deposits 37 37

Office leases deposits 1,358 1,418

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The estimated useful lives for patents and technology rights and trade name were five years and ten years , respectively.

Customer relationships are fully amortized.

Estimated future minimum amortization expense of intangible assets is as follows (in thousands):

Year ending June 30,

All intangible assets were fully amortized in as of June 30, 2025.

Accrued liabilities

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Addition 1,096 1,186 5,966

Released ( 700 ) — ( 2,300 )

Utilization ( 685 ) ( 453 ) ( 4,642 )

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Customer deposits

Computer software liabilities — 4,644

$ 7,000 $ 19,661

Other long-term liabilities $ 7,000 $ 19,661

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

As of June 30, 2024, $ 12.0 million were from Customer A, $ 2.0 million were from Customer B, and $ 5.7 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.

As of June 30, 2024, $ 12.0 million were from Customer A, $ 2.0 million were from Customer B and $ 5.7 million were from other customers.

Bank Borrowing

Short-term bank borrowing

In March 2024, Bank of Communications Limited in China provided a line of credit facility to one of the Company's subsidiaries in China.

The purpose of the credit facility is to provide working capital borrowings.

The Company could borrow up to approximately RMB 140 million or $ 19.3 million based on currency exchange rate between RMB and U.S.

Dollar on June 30, 2024 with a maturity date of March 15, 2025.

As of June 30, 2024 , there was no outstanding balance for this loan.

In December 2023, Industrial and Commercial Bank of China provided a line of credit facility to one of the Company's subsidiaries in China.

The purpose of the credit facility was to provide working capital borrowings.

The Company could borrow up to approximately RMB 72.0 million, or $ 9.9 million based on currency exchange rate between RMB and U.S.

Dollar on June 30, 2024, with a maturity date of December 31, 2024.

As of June 30, 2024, there was no outstanding balance for this loan .

In September 2023, China Construction Bank provided a line of credit facility to one of the Company's subsidiaries in China.

The purpose of the credit facility is to provide working capital borrowings.

The Company could borrow up to approximately RMB 50 million or $ 6.9 million based on currency exchange rate between RMB and U.S.

Dollar on June 30, 2024 with a maturity date of September 8, 2025.

As of June 30, 2024, there was no outstanding balance for this loan.

Accounts receivable factoring agreement

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Other terms remain the same.

The Borrower was in compliance with these covenants as of June 30, 2024.

As of June 30, 2024, there was no outstanding balance for this factoring agreement.

As of June 30, 2025, there was no outstanding balance for this loan.

Debt financing

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The total purchase price of this equipment was Euro 12.0 million.

In April 2021, Jireh made a down payment of Euro 6.0 million, representing 50 % of

the total purchase price of the equipment, to the supplier.

In April 2021, Jireh made a down payment of Euro 6.0 million, representing 50 % of the total purchase price of the equipment, to the supplier.

In June 2022, the equipment was delivered to Jireh after Lender paid 40 % of the total purchase price, for Euro 4.8 million, to the supplier on behalf of Jireh.

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Jireh is required to make consecutive quarterly payments of principal and interest.

The loan accrues interest based on adjusted LIBOR plus the applicable margin based on the outstanding balance of the loan.

The loan accrues interest based on the SOFR plus the applicable margin based on the outstanding balance of the loan.

This agreement contains customary restrictive covenants and includes certain financial covenants that the Company is required to maintain.

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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.

At June 30, 2025, maturities of short-term debt and long-term debt were as follows (in thousands):

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Other terms remain the same.

The amendment was accounted for as a debt modification and no gain or loss was recognized.

The amendment was accounted for as a lease modification and no gain or loss was recognized.

The Company does not record leases on the consolidated balance sheet with a term of one year or less.

1 unchanged sentence

Year Ended June 30,

Year Ended June 30, 2023

Operating leases:

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Finance lease:

Amortization of equipment 513 522

Depreciation of equipment

Interest 210 277

3 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):

June 30, 2024 June 30, 2023

Operating Leases :

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Year Ended June 30,

Year Ended June 30, 2023

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

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Any remaining balance of the losses is charged to retained earnings.

As of June 30, 2023, there were no availability under this repurchase program, which was terminated.

As of June 30, 2023, there was no availability under this repurchase program, which was terminated.

Prior to September 2017, the board of directors authorized two share purchase programs, which were terminated.

During fiscal years 2025 and 2024, the Company did not repurchase any shares pursuant to the repurchase program.

During fiscal year 2023, the Company repurchased an aggregate of 548,132 shares, from the open market for a total cost of approximately $ 13.4 million, excluding fees and related expenses, at an average price of $ 24.51 per share.

During fiscal year 2024 and 2022, the Company did no t repurchase any shares pursuant to the repurchase program.

As of June 30, 2025, the Company had repurchased an aggregate of 7,332,780 shares for a total cost of $ 81.1 million, at an average price of $ 11.01 per share, excluding fees and related expenses, since inception of the program.

No repurchased shares have been retired.

Of the 7,332,780 repurchased shares, 194,716 shares with a weighted average repurchase price of $ 9.77 per share, were reissued at an average price of $ 4.29 per share for option exercises and vested restricted stock units (“RSU”).

Of the 7,332,780 repurchased shares, 214,809 shares with a weighted average repurchase price of $ 9.58 per share, were reissued at an average price of $ 3.89 per share for option exercises and vested restricted stock units.

Share-based Compensation

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The 2018 Plan authorized the board of directors to grant incentive share options, non-statutory share options and restricted shares to employees, directors, non-employee directors and consultants of the Company and its subsidiaries for up to 2,065,000 common shares.

The 2018 Plan does not include an evergreen authorization Therefore, the Company is not permitted to increase the number of shares reserved in the share pool without obtaining further shareholder approval.

The 2018 Plan does not include an evergreen authorization.

Therefore, the Company is not permitted to increase the number of shares reserved in the share pool without obtaining further shareholder approval.

Outstanding shares under the 2018 Plan and awards granted under the 2009 Plan that expire, are forfeited or cancelled or terminate prior to the issuance of the shares subject to those awards or are settled in cash will be available for subsequent issuance under the 2018 Plan.

At the annual general meeting of shareholders in November 2021, 2022 and 2023, the 2018 Plan was approved to increase by 1,000,000 , 740,000 and 427,000 shares, respectively, to a total of 4,232,000 shares.

At the annual general meeting of shareholders from 2021 to 2024, the shares reserved for issuance under the 2018 Plan was approved to increase by a total of 2,544,000 shares, to 4,609,000 shares.

As of June 30, 2025, 541,000 shares were available for grant under the 2018 Plan.

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Time-based Restricted Stock Units (“TRSU”)

The total fair value of TRSUs vested during the years ended June 30, 2025, 2024 and 2023 was $ 17.9 million, $ 15.6 million and $ 13.0 million, respectively.

The following table summarizes the Company’s TRSU activities:

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The Company recorded $ 4.0 million, $ 2.8 million and $ 5.2 million of expenses for these PRSUs during the years ended June 30, 2025, 2024 and 2023, respectively.

The total fair value of PRSUs vested during the years ended June 30, 2025, 2024 and 2023 was $ 4.5 million, $ 3.8 million and $ 3.5 million, respectively.

The following table summarizes the Company’s PRSU activities:

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Market-based Restricted Stock Units (“MSUs”)

I n December 2021, the Company granted 1.0 million market-based restricted stock units to certain non-officer personnel.

I n December 2021, the Company granted 1.0 million market-based restricted stock units to certain personnel.

The number of shares to be earned at the end of the 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.

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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 with the following assumptions:

risk-free interest rate of 4.94 %, expected term of 2.28 years, expected volatility of 61.38 % and dividend yield of 0 %.

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 modifications 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 approximately $ 5.0 million, $( 6.4 ) million and $ 1.9 million of expenses for these MSUs during the fiscal years ended June 30, 2025, 2024 and 2023, 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 the 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.

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.

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 modified MSUs were valued

immediately before and after the modification, using Monte-Carlo simulation pricing model.

The modified MSUs were valued immediately before and after the modification, using Monte-Carlo simulation pricing model.

The Monte-Carlo simulation pricing model applied the following assumptions for pre-modification conditions:

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The Company recorded approximately $ 0.6 million, $ 1.0 million and $ 3.9 million of expense for these MSUs during the years ended June 30, 2025, 2024 and 2023, respectively.

The total fair value of MSUs vested during the years ended June 30, 2025, 2024 and 2023 was $ 1.4 million, $ 1.4 million and $ 0.5 million, respectively.

The following table summarizes the Company’s MSUs activities:

5 unchanged sentences

Nonvested at June 30, 2022 2,206,000 $ 25.10 $ 73,548,040

Granted 1,022,000 $ 48.44

Vested ( 90,000 ) $ 5.17

Forfeited ( 8,000 ) $ 48.44

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Exercised ( 65,500 ) $ 8.42 $ 1,442,646

Canceled or forfeited ( 5,000 ) $ 9.19

Outstanding at June 30, 2023 319,375 $ 7.53

Exercised ( 309,375 ) $ 7.48 $ 5,588,750

Canceled or forfeited ( 5,000 ) $ 9.19

Outstanding at June 30, 2024 10,000 $ 9.07

5 unchanged sentences

The 2018 Employee Share Purchase Plan

At the annual general meeting of shareholders in November 2018, the 2018 Employee Share Purchase Plan (“Purchase Plan” or “ESPP”) Plan was approved, under which 1,430,000 common shares are available for issuance.

The Purchase Plan does not include an evergreen authorization, therefore the Company is not permitted to increase the number of shares reserved

in the share pool without obtaining further shareholder approval.

At the general meeting of shareholders in November 2021, and 2023, the ESPP Plan was approved to increase by 1,070,000 and 1,200,000 shares, respectively to a total of 3,700,000 shares.

At the annual general meeting of shareholders in November 2018, the 2018 Employee Share Purchase Plan (“Purchase Plan” or “ESPP”) was approved, under which 1,430,000 common shares are available for issuance.

The Purchase Plan does not include an evergreen authorization, therefore the Company is not permitted to increase the number of shares reserved in the share pool without obtaining further shareholder approval.

At the annual general meetings of shareholders in 2021 and 2023, the shares reserved for issuance under the ESPP was approved to increase by 1,070,000 and 1,200,000 shares, respectively to a total of 3,700,000 shares.

The Purchase Plan provided for a series of overlapping offering periods with a duration of 24 months, generally beginning on May 15 and November 15 of each year.

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Dividend yield — % — % — %

The weighted-average estimated fair value of employee stock purchase rights granted pursuant to the ESPP during the years ended June 30, 2024, 2023 and 2022 was $ 10.16 , $ 11.46 and $ 16.48 per share, respectively.

The weighted-average estimated fair value of employee stock purchase rights granted pursuant to the ESPP during the fiscal years ended June 30, 2025, 2024 and 2023 was $ 12.07 , $ 10.16 and $ 11.46 per share, respectively.

Share-based Compensation Expenses

The total share-based compensation expense related to TRSU, PRSUs, MSUs, stock options and ESPP described above, recognized in the consolidated statements of operations for the years presented was as follows:

The total share-based compensation expense related to TRSU, PRSUs, MSUs, and ESPP described above, recognized in the consolidated statements of operations for the years presented was as follows:

Year Ended June 30,

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The Company makes mandatory contributions for its employees to the respective local governments in terms of retirement, medical insurance and unemployment insurance, where applicable, according to labor and social security laws and regulations of the countries and areas in which the Company operates.

The retirement contribution rate is 7.7 % in the U.S.,

16.0 % in China, 6.0 % in Taiwan, and 12.0 % in India.

The retirement contribution rate is 7.7 % in the U.S., 16.0 % to 17.0 % in China, 6.0 % in Taiwan, 12.0 % in India, and 9.3 % in Germany.

The Company has no obligations for the payment of such social benefits beyond the required contributions as set out above.

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Current ( 6 ) ( 6 ) 79

Total provision for income taxes $ 3,649 $ 5,937 $ 39,258

Total provision (benefit) for income taxes $ ( 8,625 ) $ 3,649 $ 5,937

The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows (in percentage):

13 unchanged sentences

31.0 % ( 138.1 ) % 30.1 %

As shown in the above effective tax rate analysis, the Company’s effective tax rate was 31.0 %, ( 138.1 )%, and 30.1 % for fiscal year 2025, 2024 and 2023, respectively.

The primary reason for the large percentage differences in the overall effective tax rate reconciliation between the fiscal 2024 year and fiscal 2025 year as well as between the fiscal 2024 year and fiscal 2023 year is mainly due to the smaller amount of pretax book loss of $ 2.6 million as the denominator in the calculation of effective tax rate reconciliation in fiscal 2024, as compared to the larger amount of pretax book loss of $ 27.8 million in fiscal 2025 as the

denominator as well as the pretax book income of $ 19.7 million in fiscal 2023 as the denominator in calculating the effective tax rates for these two years.

When comparing the effective tax rate impact on the differences in pretax book loss between fiscal 2025 versus fiscal 2024, the net value of the fiscal 2025 loss is approximately 10.5 times higher than the pretax book loss in fiscal 2024.

Therefore, the percentage impact on the effective tax rate in fiscal 2025 is approximately 10.5 times higher than in fiscal 2024, simply due to the large variance in pretax book loss between the two years.

The impact of the pretax book loss denominator effect also fully explains the differences in the effective tax rate differences between the fiscal 2025 and 2024 years for tax credits and non-deductible executive compensation expense.

The differences between “Foreign Taxes, net” is a result of changes in the mix of earnings in various geographic jurisdictions between fiscal 2025 and fiscal 2024.

The differences concerning “Outside Basis Differences on Equity Method Investment” between the two years is a result of the larger amount of equity method loss in fiscal 2025 in comparison with that of fiscal 2024.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

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At June 30, 2025 and 2024, the Company provided a valuation allowance for its state research and development credit carryforward deferred tax assets of $ 8.8 million and $ 7.3 million, respectively, as it generated more state tax credits each year than it can utilize.

The Company intends to maintain a valuation allowance equal to the state research and development credit carryforwards in excess of the state net deferred tax liabilities on all other state book/tax differences and net operating loss carryforward.

The Company intends to maintain a valuation allowance equal to the state research and development credit carryforwards in excess of the state net deferred tax liabilities on all other state book and tax differences and net operating loss carryforward.

At June 30, 2025, the Company had federal research and development tax credit carryforwards of approximately $ 8.1 million.

3 unchanged sentences

and AOS International LP.

As of June 30, 2024, the cumulative earnings of Alpha and Omega Semiconductor (Cayman) and AOS International LP totaled $ 46.2 million, and there was no deferred tax liability

recorded as there is no income nor withholding tax amongst the applicable jurisdictions.

As of June 30, 2025, Alpha and Omega Semiconductor (Cayman) and AOS International LP have a cumulative loss.

As of June 30, 2025, the cumulative amount of undistributed earnings of its foreign entities considered permanently reinvested is $ 433.5 million.

28 unchanged sentences

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.

Tax Cuts and Jobs Act", Enacted December 22, 2017

On December 22, 2017, the United States enacted tax legislation commonly known as the Tax Cuts and Jobs Act (“the Tax Act”), which significantly changed the existing U.S.

tax laws, including, but not limited to, (1) a reduction in the corporate tax rate from 35% to 21%, (2) a move from a worldwide tax system toward a territorial system through a “participation exemption” deduction for certain foreign-source dividends, (3) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized, (4) bonus depreciation that allows for full expensing of qualified property, (5) creating a new limitation on deductible interest expense and (6) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017.

The Company is not currently subject to the Base Erosion and Anti-Abuse (BEAT) tax, which is a tax imposed on certain entities who make payments to their non U.S.

affiliates, where such payments reduce the U.S.

The BEAT tax is imposed at a rate of 10% on Adjusted Taxable Income, excluding certain payments to foreign related entities.

It is an incremental tax over and above the corporate income tax and is recorded as a period cost.

It is possible that this tax could be applicable in future periods, which would cause an increase to the effective tax rate and cash taxes.

The Company is subject to U.S.

research expense capitalization under IRC Section 174 and is eligible for the foreign derived intangible income (FDII) deductions under the 2017 U.S.

Tax Cuts and Jobs Act.

The IRC Section 174 research expense capitalization results in a timing difference which is amortizable over five years for domestic R&D expenditures and 15 years for foreign R&D expenditures.

The FDII deduction results in a favorable permanent book-tax difference which is based on multiple factors including the amount of foreign sourced taxable income of U.S.

corporations.

“The Chip and Science Act of 2022”, Enacted August 2, 2022

In August 2022 the U.S.

enacted the Chip and Science Act of 2022 (the Chips Act).

The Chips Act provides incentives to semiconductor chip manufacturers in the United States, including providing a 25% manufacturing investment credits for investments in semiconductor manufacturing property placed in service after December 31, 2022, for which construction begins before January 1, 2027.

Property investments qualify for the 25% credit if, among other requirements, the property is integral to the operation of an advanced manufacturing facility, defined as having a primary purpose of manufacturing semiconductors or semiconductor manufacturing equipment.

Currently, we are evaluating the impact of the Chips Act to us.

“The Inflation Reduction Act”, Enacted August 16, 2022

In August 2022 the United States enacted tax legislation through the Inflation Reduction Act (IRA).

The IRA introduces a 15% corporate alternative minimum tax (CAMT) for corporations whose average annual adjusted financial statement income (AFSI) for any consecutive three-tax-year period preceding the applicable tax year exceeds $1 billion.

The CAMT is effective for tax years beginning after 31 December 2022.

The CAMT is currently not applicable to the Company.

Bermuda Corporate Income Tax for Tax Years Beginning in 2025

The Company is subject to income tax expense or benefit based upon pre-tax income or loss reported in the consolidated statements of income (loss) and the provisions of currently enacted tax laws.

The parent company is incorporated under the laws of Bermuda and is subject to Bermuda law with respect to taxation.

Under current Bermuda law, the Company is not subject to any income or capital gains taxes in Bermuda.

As we have previously disclosed, the Government of Bermuda announced in December 2023 that it enacted the Corporate Income Tax Act 2023, potentially imposing a 15% corporate income tax (CIT) on Bermuda companies that are within the scope of the CIT, that will be effective for tax years beginning on or after January 1, 2025.

In particular, the CIT applies to multinational companies with annual revenue of 750 million euros or more in the consolidated financial statements of the ultimate parent entity for at least two of the four fiscal years immediately preceding the fiscal year when the CIT may apply.

The Company is not in a position to determine whether the annual revenues may meet and/or cross the 750 million Euro threshold for at least two of the four fiscal years immediately preceding the fiscal year when CIT may apply.

The Company continues to monitor and assess if and when it may be within the scope of the CIT.

If we become subject to the Bermuda CIT, we may be subject to additional income taxes, which may adversely affect our financial position, results of operations and our overall business.

Altera Litigation

On July 27, 2015, in Altera Corp.

Commissioner, the U.S.

Tax Court issued an opinion related to the treatment of stock-based compensation expense in an intercompany cost-sharing arrangement.

In the July 2015 ruling, the Tax Court concluded that the sharing of the cost of employee stock compensation in a company’s cost-sharing arrangement was invalid under the U.S.

Administrative Procedures Act.

In June 2019, a panel of the Ninth Circuit of the U.S.

Court of Appeals reversed this decision.

In July 2019, Altera petitioned U.S.

Court of Appeals for the Ninth Circuit to hold an en banc rehearing of the case.

The petition was subsequently denied by the Ninth Circuit.

Altera appealed the case to the U.S.

Supreme Court in February 2020, but the U.S.

Supreme Court declined to hear the case in June 2020, leaving intact the U.S.

Court of Appeals for the Ninth Circuit’s decision.

AOS has not recorded any benefit related to the Altera Corporation Tax Court decision in any

period through June 30, 2024.

The Company will continue to monitor ongoing developments and potential impact to its financial statements.

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.

One Big Beautiful Bill Act, Enacted July 4, 2025

On July 4, 2025, H.R.

1, commonly known as the One Big Beautiful Bill Act (the “OBBB”), was signed into law.

This includes significant changes to the federal corporate tax provisions and extends certain otherwise expiring provisions of the 2017 Tax Cuts and Jobs Act.

The key provisions include allowing immediate expensing of domestic research and experimental expenditures, new limitations on interest expense deductibility, reinstatement of 100% bonus depreciation for qualified assets placed in service in the United States after January 19, 2025 as well as changes to the calculation of taxable income resulting from the foreign derived intangible income deduction.

ASC 740 Income Taxes requires the effects of changes in tax rates and laws to be recognized in the period in which the relevant legislation is enacted.

The OBBB was enacted after the June 30, 2025 year end.

As of June 30, 2025, we are continuing to assess the potential impact of the OBBB.

Segment and Geographic Information

1 unchanged sentence

the design, development and supply of power semiconductor products for computing, consumer electronics, communication and industrial applications.

The chief operating decision-makers are the Executive Chairman and the Chief Executive Officer.

The financial information presented to the Company’s Executive Chairman and Chief Executive Officer is on a consolidated basis, accompanied by information about revenue by customer and geographic region, for purposes of evaluating financial performance and allocating resources.

The chief operating decision-maker is the Chief Executive Officer.

The financial information presented to the Company’s Chief Executive Officer is on a consolidated basis, accompanied by information about revenue by customer and geographic region, for purposes of evaluating financial performance and allocating resources.

The Chief Executive Officer assesses performance of the Company, monitors budget versus actual results and determines how to allocated resources based on the consolidated net income or loss as reported on the Company’s Consolidated Statement of Operations.

There are no other expense categories regularly provided to the Chief Executive Officer that are not already included in the Consolidated Statements of Operations.

The Company has one business segment, and there are no segment managers who are held accountable for operations, operating results and plans for products or components below the consolidated unit level.

2 unchanged sentences

Because the Company’s distributors sell their products to end customers which may have a global presence, revenue by geographical location is not necessarily representative of the geographical distribution of sales to end user markets.

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

8 unchanged sentences

$ 696,162 $ 657,274 $ 691,321

The following is a summary of revenue by product type:

Year Ended June 30,

29 unchanged sentences

Irrespective of the validity of such claims, the Company could incur significant costs in the defense of such claims and suffer adverse effects on its operations.

As previously disclosed, the Company is currently cooperating with Department of Commerce (“DOC”) in connection with its investigation of the Company’s export control practices.

DOC has not informed the Company of any specific timeline or schedule under which DOC will complete its review.

Given the case is in still ongoing and DOC have not provided the Company with any clear indication of the timing and schedule for the investigation, the Company cannot estimate the reasonably possible loss or range of loss that may occur.

Also, the Company is unable to predict the duration, scope, result or related costs of the investigation, although the Company expects to incur additional professional fees as a result of this matter.

In addition, the Company is unable to predict what, if any, further action that may be taken by the government in connection with the investigation, or what, if any, penalties, sanctions or remedial actions may be sought.

As previously disclosed, the Company cooperated with the Department of Commerce (“DOC”) in connection with its administrative investigation regarding certain transactions by the Company.

On July 2, 2025, the Company announced that it reached a settlement agreement with DOC to close its investigation, pursuant to which the Company agreed to make a one-time payment of $ 4.25 million, which was recorded in the accrued liability in the consolidated balance sheet as of June 30, 2025.

The resolution does not impact the Company’s ongoing business operations.

The Company is a party to a variety of agreements that it has contracted with various third parties.

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The Company has not recorded a liability associated with these indemnification arrangements, as it historically has not incurred any material costs associated with such indemnification obligations.

Costs associated with such indemnification obligations may be mitigated by insurance

coverage that the Company maintains.

Costs associated with such indemnification obligations may be mitigated by insurance coverage that the Company maintains.

However, such insurance may not cover any, or may cover only a portion of, the amounts the Company may be required to pay.

6 unchanged sentences

However, it is possible that additional environmental issues may arise in the future, which the Company cannot currently predict.

Subsequent Event

In July 2025, the Company entered into an equity transfer agreement with a third-party strategic investor to sell approximately 20.3 % of outstanding equity interest in the JV Company.

Pursuant to the equity transfer agreement, the investor agreed to pay the Company an aggregate cash consideration of $ 150 million for such equity interest, which will be paid in four installments, subject to satisfaction of certain conditions.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

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333-165823) filed with the Commission on March 31, 2010)

4.2 Description of Securities of the Registran t (incorporated by reference to Exhibit 4.2 on to the Annual Report on Form 10- K (File No.

4.2 Description of Securities of the Registrant (incorporated by reference to Exhibit 4.2 on to the Annual Report on Form 10-K (File No.

001-34717) filed with the Commission on August 29, 2023)

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001-34717) filed with the Commission on September 9, 2011)

10.8 Supplement to Distribution Agreement dated as of July 27, 2010 between the Registrant and Frontek Technology Corporation (incorporated by reference to Exhibit 10.1 from Quarterly Report on Form 10-Q (File No.

001-34717) filed with the Commission on February 6, 2015)

10.8 Non-Exclusive Distributor Agreement dated as of July 27, 2010 between Alpha & Omega Semiconductor (Hong Kong) Limited and Promate Electronic Co., Ltd.

17 unchanged sentences

001-34717) filed with the Commission on February 9, 2017)

Third Supplemental Agreement to the Joint Venture Contract on Incorporation of Chongqing Alpha and Omega Semiconductor Limited (English Translation) (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No.

001-34717) filed with the Commission on May 11, 2020)

First Amendment to Lease dated as of December 23, 2009 between Alpha and Omega Semiconductor Incorporated and ECI Five Oakmead, LLC (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No.

3 unchanged sentences

001-34717) filed with the Commission on November 6, 2020)

Alpha & Omega Semiconductor Limited 2018 Employee Purchase Plan (as amended and restated effective as of November 9, 2023)

Alpha & Omega Semiconductor Limited 2018 Employee Purchase Plan (as amended and restated effective as of November 7, 2024) (incorporated by reference to Appendix A to the definitive proxy statement on Schedule 14A (File No.

001-34717) filed with the Commission on September 25, 2024)

2021 Officer Form Retention Agreement for Executive Officers of Alpha and Omega Semiconductor Limited (incorporated by reference to Exhibit 10.45 from Annual Report on Form 10-K (File No.

6 unchanged sentences

001-34717) filed with the Commission on November 5, 2021)

Equity Transfer Agreement of Chongqing Alpha and Omega Semiconductor Limited dated as of December 1, 2021 (English Translation) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No.

001-34717) filed with the Commission on February 9, 2022)

Fourth Addendum to Foundry Agreement dated as of July 28, 2005 between the Registrant and Shanghai Hua Hong NEC Electronics Company, Limited (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No.

2 unchanged sentences

001-34717) filed with the Commission on May 10, 2022)

Shareholders Contract of Chongqing Alpha and Omega Semiconductor Limited dated as of July 12, 2022 (incorporated by reference to Exhibit 10.54 from Annual Report on Form 10-K (File No.

001-34717) filed with the Commission on September 20, 2022)

Executive Chairman Employment Agreement (Mike Chang) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No.

2 unchanged sentences

001-34717) filed with the Commission on May 8, 2023)

Market Performance Restricted Share Unit Agreement

Statement of Company Policy Regarding Insider Trading amended and restated on May 11, 2023

Market Performance Restricted Share Unit Agreement, (incorporated by reference to Exhibit 10.32 to the Annual Report on Form 10-K (File No.

001-34717) filed with the Commission on August 23, 2024)

10.29 The Fourth Supplement to Non-Exclusive Distributor Agreement dated as of January 1, 2024 between Alpha & Omega Semiconductor (Hong Kong) Limited and Frontek Technology Corporation, (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No.

001-34717) filed with the Commission on February 6, 2025)

10.30 Fifth Supplement to Distribution Agreement dated as of July 1, 2024 between Alpha & Omega Semiconductor (Hong Kong) Limited and Frontek Technology Corporation (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No.

001-34717) filed with the Commission on February 6, 2025)

10.31 Fourth Supplement to Distribution Agreement dated as of July 1, 2024 between Alpha & Omega Semiconductor (Hong Kong) Limited and Promate Electronic Co., Ltd.

(incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No.

001-34717) filed with the Commission on February 6, 2025)

10.32 Calendar Year 2025 Executive Incentive Cash Bonus Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10Q (File No.

001-34717) filed with the Commission on May 8, 2025

Letter from Baker Tilly USA, LLP to the Securities and Exchange Commission ( incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K (File No.

001-34717) filed with the Commission on November 25, 2024)

Statement of Company Policy Regarding Insider Trading amended and restated on May 11, 2023 (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K (File No.

001-34717) filed with the Commission on August 23, 2024) .

21.1* List of Subsidiaries of the Registrant

23.1* Consent of Deloitte & Touche LLP, independent registered public accounting firm

23.2* Consent of Baker Tilly US, LLP, independent registered public accounting firm

23.2* Consent of BDO USA, P.

C ., independent registered public accounting firm

31.1* Certification of Chief Executive Officer required by Rule 13(a)-14(a) under the Exchange Act

2 unchanged sentences

32.2* Certification of Chief Financial Officer required by Rule 13a-14(b) under the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code

Compensation of Recoupment Policy dated October 2, 2023

97 Compensation of Recoupment Policy dated October 2, 2023 (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K (File No.

001-34717) filed with the Commission on August 23, 2024)

99.1* Chongqing Alpha and Omega Semiconductor Limited Report of Independent Auditor

24 unchanged sentences

Chang (Principal Executive Officer)

CHANG Executive Chairman and Chairman of the Board August 23, 2024

(Principal Executive Officer)

/s/ YIFAN LIANG Chief Financial Officer and Corporate Secretary August 28, 2025

(Principal Financial Officer and Principal Accounting Officer)

CHANG Chairman of the Board and Executive Vice President of Strategic Initiatives August 28, 2025

CHANG Director August 28, 2025

10 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-K

Item 9A. Controls and Procedures