What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-06 compared with 2026-02-05 · 133 added, 108 removed, 605 unchanged (28% of the section changed)

42 unchanged sentences

issued and outstanding:

none at December 31, 2025 and June 30, 2025

none at March 31, 2026 and June 30, 2025

Common shares, par value $ 0.002 per share:

1 unchanged sentence

issued and outstanding:

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

37,957 shares and 29,916 shares, respectively at March 31, 2026 and 37,127 shares and 30,009 shares, respectively at June 30, 2025

Treasury shares at cost:

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

8,041 shares at March 31, 2026 and 7,118 shares at June 30, 2025

( 97,187 ) ( 79,058 )

8 unchanged sentences

(Unaudited, in thousands except per share data)

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

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

8 unchanged sentences

Operating loss ( 14,058 ) ( 10,658 ) ( 32,207 ) ( 16,818 )

Other income, net 1

Other income (expense), net 1

587 ( 65 ) 3,949 ( 52 )

1 unchanged sentence

Interest expenses ( 139 ) ( 596 ) ( 653 ) ( 2,109 )

Net loss before income taxes and equity method investment income (loss) ( 11,701 ) ( 4,811 ) ( 13,285 ) ( 5,260 )

Net loss before income taxes and equity method investment (loss) income

( 12,620 ) ( 10,392 ) ( 25,905 ) ( 15,652 )

Income tax expense 1,015 660 4,432 2,942

Net loss before equity method investment income (loss) ( 13,191 ) ( 6,053 ) ( 16,702 ) ( 7,542 )

Equity method investment income (loss) ( 102 ) ( 561 ) 1,287 ( 1,568 )

Net loss before equity method investment (loss) income

( 13,635 ) ( 11,052 ) ( 30,337 ) ( 18,594 )

Equity method investment (loss) income

( 152 ) 245 1,135 ( 1,323 )

Net loss $ ( 13,787 ) $ ( 10,807 ) $ ( 29,202 ) $ ( 19,917 )

11 unchanged sentences

(Unaudited, in thousands)

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

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

1 unchanged sentence

Other comprehensive income (loss), net of tax

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

Foreign currency translation adjustments, net of $( 84 ) and $ 573 tax in each of the three months ended March 31, 2026 and 2025, respectively, and $( 635 ) and $ 48 in each of the nine months ended March 31, 2026 and 2025, respectively

473 ( 3,241 ) 134 ( 544 )

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

Cumulative translation adjustment release from sale of equity interest in the JV Company in the three and nine months ended March 31, 2026, net of tax nil and $( 1,209 ), respectively

Comprehensive loss

4 unchanged sentences

(Unaudited, in thousands)

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

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

Retained Earnings Total Shareholders' Equity

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

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

Reissuance of treasury stock upon release of RSUs

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

Release of restricted stock units 808 1 — — ( 1 ) — — —

Reissuance of treasury stock upon release of restricted stock units

— — 16 128 — — ( 128 ) —

4 unchanged sentences

Foreign currency translation adjustment, net of tax — — — — — ( 3,241 ) — ( 3,241 )

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

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

Balance, March 31, 2025 36,869 $ 74 ( 7,119 ) $ ( 79,064 ) $ 368,252 $ ( 13,963 ) $ 610,992 $ 886,291

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

Retained Earnings Total Shareholders' Equity

1 unchanged sentence

Exercise of common stock options and release of restricted stock units 917 1 — — 90 — — 91

Reissuance of treasury stock upon release of RSUs

Reissuance of treasury stock upon release of restricted stock units

— — 19 149 — — ( 149 ) —

4 unchanged sentences

Foreign currency translation adjustment, net of tax — — — — — ( 544 ) — ( 544 )

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

Balance, March 31, 2025 36,869 $ 74 ( 7,119 ) $ ( 79,064 ) $ 368,252 $ ( 13,963 ) $ 610,992 $ 886,291

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

3 unchanged sentences

Retained Earnings Total Shareholders' Equity

Balance, September 30, 2025

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

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

Release of restricted stock units

823 2 — — ( 1 ) — — 1

Reissuance of treasury stock upon release of RSUs

Reissuance of treasury stock upon release of restricted stock units

— — 17 132 — — ( 132 ) —

Withholding tax on restricted stock units ( 292 ) ( 1 ) — — ( 6,193 ) — — ( 6,194 )

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

Repurchase of common shares under shares repurchase program — — ( 214 ) ( 4,181 ) — — — ( 4,181 )

2 unchanged sentences

Foreign currency translation adjustment, net of tax — — — — — 473 — 473

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

Balance, March 31, 2026 37,957 $ 76 ( 8,041 ) $ ( 97,187 ) $ 396,979 $ ( 4,264 ) $ 504,577 $ 800,181

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

4 unchanged sentences

920 2 — — ( 1 ) — — 1

Reissuance of treasury stock upon release of RSUs

Reissuance of treasury stock upon release of restricted stock units

— — 19 148 — — ( 148 ) —

5 unchanged sentences

Foreign currency translation adjustment, net of tax — — — — — 8,126 — 8,126

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

Balance, March 31, 2026 37,957 $ 76 ( 8,041 ) $ ( 97,187 ) $ 396,979 $ ( 4,264 ) $ 504,577 $ 800,181

See accompanying notes to these condensed consolidated financial statements.

2 unchanged sentences

(Unaudited, in thousands)

Six Months Ended December 31,

Nine Months Ended March 31,

Cash flows from operating activities

5 unchanged sentences

Deferred income taxes, net ( 8,709 ) ( 650 )

Other 388 127

Changes in operating assets and liabilities

1 unchanged sentence

Inventories ( 9,372 ) 7,624

Contract assets — ( 8,451 )

Other current and long-term assets 3,729 4,670

4 unchanged sentences

Accrued and other liabilities ( 11,293 ) ( 22,787 )

Net cash provided by operating activities 2,062 25,126

Net cash (used in) provided by operating activities

( 6,280 ) 32,494

Cash flows from investing activities

9 unchanged sentences

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

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

Payments for repurchases of common shares ( 18,156 ) —

Repayments of borrowings ( 22,383 ) ( 8,729 )

2 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 132 ) ( 35 )

Net increase in cash, cash equivalents and restricted cash 43,267 7,258

Net increase (decrease) in cash, cash equivalents and restricted cash

37,184 ( 5,974 )

Cash, cash equivalents and restricted cash at beginning of period 153,498 175,540

6 unchanged sentences

Total cash, cash equivalents, and restricted cash $ 190,682 $ 169,566

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

See accompanying notes to these condensed consolidated financial statements.

10 unchanged sentences

GAAP for complete financial statements.

These Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

For a complete discussion of the Company's accounting policies, refer to Part II, Item 8, Note 1 — Significant Accounting Policies in our 2025 Form 10-K.

1 unchanged sentence

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

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

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

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

The consolidated balance sheet at June 30, 2025 is derived from the audited financial statements included in our 2025 Form 10-K.

Use of Estimates

30 unchanged sentences

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

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270):

Narrow-scope Improvements”.

This update makes targeted, narrow-scope improvements to the interim reporting guidance in Topic 270 to clarify application and improve consistency in practice.

The amendments do not change the underlying principles of interim reporting.

The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

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

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

1 unchanged sentence

Equity Method Investment in Equity Investee

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

The Company has accounted for its investment in the JV Company (as defined herein) using the equity method of accounting.

For details of its equity method investment, please refer to Part II, Item 8, Note 2 — Equity Method Investment in Equity Investee in its 2025 Form 10-K.

3 unchanged sentences

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

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

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

In addition, the Company received $ 11.1 million for the second installment payment during the three months ended December 31, 2025, and $ 30.3 million for the third installment payment during the three months ended March 31, 2026, and had a receivable balance of $ 15.6 million as of March 31, 2026, which is included in the receivable from sale of equity interest in the JV Company line on the Condensed Consolidated Balance Sheets.

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

2 unchanged sentences

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

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

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

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

During the three months ended March 31, 2026, the Company recorded a $ 0.2 million loss, using lag reporting.

During the nine months ended March 31, 2026, the Company recorded $ 1.1 million income, including the $ 1.1 million gain on the related sale of a portion of its interest in the equity method investment and immaterial income of its equity share of the JV Company, using lag reporting.

During the three and nine months ended March 31, 2025, the Company recorded a $ 0.3 million loss and a $ 1.8 million loss, respectively, on its equity share of the JV Company, using lag reporting, as well as a gain of $ 0.5 million on the change of equity interest in the JV Company.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

1 unchanged sentence

Related Party Transactions

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

As of March 31, 2026, the Company owned approximately 18.9 % equity interest in the JV Company, which, by definition, is a related party to the Company.

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

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

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

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

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

The JV Company reimbursed AOS for purchases made on its behalf of nil and $ 1.1 million for the three and nine months ended March 31, 2026, respectively and $ 2.0 million and $ 7.3 million for the three and nine months ended March 31, 2025, respectively.

The purchases by AOS for the three and nine months ended March 31, 2026 were $ 26.5 million and $ 81.9 million, respectively, and for the three and nine months ended March 31, 2025 were $ 25.9 million and $ 82.4 million, respectively.

Due to the right of offset of receivables and payables with the JV Company, as of March 31, 2026 and June 30, 2025, AOS recorded the net amount of $ 16.7 million and $ 15.8 million, respectively, as a payable related to equity investee, net, on the Condensed Consolidated Balance Sheet.

During the three and nine months ended March 31, 2026, the Company also recorded nil and approximately $ 1.9 million, respectively, of other income for certain services the Company provided to the JV Company.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

2 unchanged sentences

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

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

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

7 unchanged sentences

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

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

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

12 unchanged sentences

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

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

Three Months Ended March 31, Nine Months Ended March 31,

Percentage of revenue 2026 2025 2026 2025

50 unchanged sentences

( 409,022 ) ( 371,836 )

275,434 286,059

Equipment and construction in progress 38,814 28,038

9 unchanged sentences

Accumulated amortization

( 19,734 ) ( 19,455 )

Goodwill 269 269

11 unchanged sentences

Deposit with supplier 23,042 18,080

Long-term loan receivable

Office leases deposits 1,127 1,358

16 unchanged sentences

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

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

As of March 31, 2026, $ 5.0 million for such deposits were from Customer A, $ 1.0 million were from Customer B, and $ 4.4 million were from other customers.

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

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

Six Months Ended December 31,

Nine Months Ended March 31,

(in thousands)

7 unchanged sentences

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

Six Months Ended December 31,

Nine Months Ended March 31,

(in thousands)

8 unchanged sentences

Other long-term liabilities $ 4,131 $ 7,000

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

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

Customer deposits in other long-term liabilities are payments received from customers for securing future product shipments.

As of March 31, 2026, there were no customer deposits from Customer A and $ 3.5 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.

13 unchanged sentences

In August 2025, this factoring agreement was terminated.

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

As of March 31, 2026, there was no outstanding balance.

Debt financing

In September 2021, Jireh Semiconductor Incorporated (“Jireh”), one of the wholly-owned subsidiaries, entered into a financing arrangement agreement with a company (“Lender”) for the lease and purchase of a machinery equipment manufactured by a supplier.

This agreement includes a payment term of five (5) years, pursuant to which Jireh commenced payments of interests and principal to the Lender in September 2022 when the final installation and acceptance of the equipment were completed.

In September 2021, Jireh Semiconductor Incorporated (“Jireh”), one of the Company’s wholly-owned subsidiaries, entered into a financing arrangement agreement with a company (“Lender”) for the lease and purchase of a machinery equipment manufactured by a supplier.

This agreement includes a payment term of five (5) years, pursuant to which Jireh commenced payments of interest and principal to the Lender in September 2022 when the final installation and acceptance of the equipment were completed.

After the end of such payment term, Jireh has the option to purchase the equipment for $ 1 .

10 unchanged sentences

The purchase price of this hardware was $ 0.2 million.

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

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

The financing arrangement is secured by this equipment and other equipment at Jireh, which had a net book value of $ 10.9 million as of March 31, 2026.

As of March 31, 2026, the outstanding balance of this debt financing was $ 4.4 million.

Long-term bank borrowings

8 unchanged sentences

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

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

As of March 31, 2026, there was no outstanding balance.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

10 unchanged sentences

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

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

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

1 unchanged sentence

Fixed rent expense

$ 1,644 $ 1,611 $ 4,922 $ 4,756

Variable rent expense

249 289 788 828

Finance lease:

Amortization of equipment

Interest 37 55 78 114

128 128 385 385

32 50 110 164

Short-term leases

Short-term lease expenses

74 48 154 122

Total lease expenses

$ 2,127 $ 2,126 $ 6,359 $ 6,255

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

1 unchanged sentence

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

December 31, 2025 June 30, 2025

March 31, 2026 June 30, 2025

Operating Leases :

3 unchanged sentences

Property, plant and equipment, gross

$ 5,133 $ 5,133

Accumulated depreciation

( 2,069 ) ( 1,684 )

Property, plant and equipment, net

$ 3,064 $ 3,449

Weighted average remaining lease term (in years)

3 unchanged sentences

Operating leases

4.91 % 4.88 %

Finance lease

7.51 % 7.51 %

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

Six Months Ended December 31,

Nine Months Ended March 31,

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

Operating cash flows from operating leases

$ 5,151 $ 4,830

Operating cash flows from finance lease

2 unchanged sentences

Operating lease right-of-use assets obtained in exchange for lease obligations

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

$ 5,508 $ 945

Future minimum lease payments are as follows as of March 31, 2026 (in thousands):

Year ending June 30, Operating Leases Finance Leases

3 unchanged sentences

Total minimum lease payments 25,762 1,621

Less amount representing interest ( 2,777 ) ( 119 )

Amounts representing interest

( 2,528 ) ( 88 )

Total lease liabilities $ 23,234 $ 1,533

3 unchanged sentences

Share Repurchase

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

The amount and timing of any repurchases under the

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

Company’s common shares.

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

repurchased is recorded as a reduction of shareholders' equity.

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

Company’s share-based compensation programs.

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

The amount and timing of any repurchases under the Repurchase Program depend on a number of factors, including but not limited to, the trading price, volume and availability of the Company’s common shares.

Shares repurchased under this program are accounted for as treasury shares and the total cost of shares repurchased is recorded as a reduction of shareholders' equity.

From time to time, treasury shares may be reissued as part of the Company’s share-based compensation programs.

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

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

remaining balance of the losses is charged to retained earnings.

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

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

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

During the nine months ended March 31, 2026, the Company repurchased an aggregate of 941,883 shares from the open market, for a total cost of $ 18.1 million, excluding fees and related expenses, at an average price of $ 19.22 per share.

As of March 31, 2026, approximately $ 11.9 million remained available under the Repurchase Program.

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

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

The following table summarizes the Company’s TRSU activities for the nine months ended March 31, 2026:

Number of Time-based Restricted Stock

7 unchanged sentences

Forfeited ( 94,803 ) $ 29.27

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

Nonvested at March 31, 2026 1,620,415 $ 24.91 1.85 $ 35,908,396

Market-based Restricted Stock Units ( “ MSUs ” )

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

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

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

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

During the quarters ended of December 31, 2021 and September 30, 2018, the Company granted 1.0 million and 1.3 million of MSUs to certain personnel, respectively.

For additional information, refer to “Note 10 — Share-based Compensation” in the Notes to the Consolidated Financial Statements within Item 8 of the Company’s 2025 Form 10-K.

In March 2026, the Company reassessed the estimated achievement of the performance conditions associated with the MSUs granted in December 2021, and concluded that a lower outcome was estimated to be achieved.

As a result, the Company reversed $ 3.2 million of expenses previously recognized in prior periods during the quarter ended March 31, 2026.

The Company recorded $(2.3) million and $ 0.5 million of MSUs expenses for the three and nine months ended March 31, 2026, respectively, and $ 1.5 million and $ 4.1 million of expenses during the three and nine months ended March 31, 2025, respectively.

The following table summarizes the Company’s MSUs activities for the nine months ended March 31, 2026:

Number of Market-based Restricted Stock

7 unchanged sentences

Forfeited ( 74,000 ) $ 48.44

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

Nonvested at March 31, 2026 1,094,500 $ 37.86 2.64 $ 24,254,120

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

4 unchanged sentences

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

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

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

The Company recorded approximately $ 1.1 million and $ 3.4 million of expe ns es, using the accelerated attribution method, for these PRSUs during the three and nine months ended March 31, 2026, respectively, and $ 1.0 million and $ 2.9 million for the three and nine months ended March 31, 2025, respectively.

The following table summarizes the Company’s PRSUs activities for the nine months ended March 31, 2026:

Number of Performance-based Restricted Stock

5 unchanged sentences

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

Granted 204,000 $ 21.43

Vested ( 138,808 ) $ 30.75

Forfeited ( 11,817 ) $ 46.07

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

Nonvested at March 31, 2026 462,938 $ 23.56 2.07 $ 10,258,706

Employee Share Purchase Plan (“ESPP”)

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

Six Months Ended December 31,

Nine Months Ended March 31,

Volatility rate 76.0 %

4 unchanged sentences

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

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

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

4 unchanged sentences

$ 5,101 $ 7,136 $ 20,506 $ 21,988

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

As of March 31, 2026, total unrecognized compensation cost under the Company’s share-based compensation plans was $ 47.2 million, which is expected to be recognized over a weighted-average period of 2.0 years.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

The Company recognized income tax expense of approximately $ 1.0 million and $ 0.7 million for the three months ended March 31, 2026 and 2025, respectively.

The income tax expense of $ 1.0 million for the three months ended March 31, 2026 included a $ 0.1 million discrete tax expense.

The income tax expense of $ 0.7 million for the three months ended March 31, 2025 included a $ 0.1 million discrete tax expense.

Excluding the discrete income tax items, the income tax expense for the three months ended March 31, 2026 and 2025 was $ 0.9 million and $ 0.6 million, respectively, and the effective tax rate for the three months ended March 31, 2026 and 2025 was ( 7.4 )% and ( 5.8 )%, respectively.

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

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

included a $0.1 million discrete tax expense.

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

included a $0.1 million discrete tax expense.

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

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

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

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

The Company recognized income tax expense of approximately $ 4.4 million and $ 2.9 million for the nine months ended March 31, 2026 and 2025, respectively.

The income tax expense of $ 4.4 million for the nine months ended March 31, 2026 included a $ 0.2 million discrete tax expense.

The income tax expense of $ 2.9 million for the nine months ended March 31, 2025 included a $ 0.2 million discrete tax expense.

Excluding the discrete income tax items, income tax expense for the nine months ended March 31, 2026 and 2025 was $ 4.2 million and $ 2.7 million, respectively, and the effective tax rate for the nine months ended March 31, 2026 and 2025 was ( 17.0 )% and ( 16.1 )%, respectively.

The changes in the tax expense and effective tax rate between the periods resulted primarily from changes in the mix of earnings in various geographic jurisdictions between the current year and the same period of last year, including reporting $ 0.7 million of income tax expense related to the Company’s income from its investment in CQJV for the nine months ended March 31, 2026 versus a $ 0.2 million tax benefit for the nine months ended March 31, 2025.

In addition, income tax payable increased by $ 10.4 million and deferred tax liability decreased by $ 10.5 million as a result of the sale of approximately 20.3 % of the Company’s equity interest in the JV company for $ 150 million during the nine months ended March 31, 2026.

T he Company made income tax payments of approximately $ 0.7 million and $ 9.3 million during the three and nine months ended March 31, 2026, respectively, as a result of the sale transaction.

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

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The tax years 2019 to 2025 remain open to examination by foreign tax authorities.

The Company’s income tax returns are subject to examinations by the Internal Revenue Service and other tax authorities in various jurisdictions.

In accordance with the guidance on the accounting for uncertainty in income taxes, the Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for income taxes.

These assessments can require considerable estimates and judgments.

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

As of March 31, 2026, the gross amount of unrecognized tax benefits was approximately $ 10.9 million, of which $ 7.5 million, if recognized, would reduce the effective income tax rate in future periods.

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

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

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

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

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The following is a summary of revenue by product type:

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

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

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Purchase Commitments

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

As of March 31, 2026, the Company had approximately $ 57.2 million of outstanding purchase commitments primarily for purchases of semiconductor raw materials, wafers, spare parts, packaging and testing services and others, as well as $ 14.8 million of capital commitments for the purchase of property and equipment.

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

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

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

The Company has not historically paid or recorded any material indemnifications, and no accrual was made at March 31, 2026 and June 30, 2025.

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

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

What changed 10-Q

Item 1. Financial Statements