What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-08-27 compared with 2025-08-28 · 243 added, 213 removed, 1170 unchanged (28% of the section changed)

65 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss )

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Equity

7 unchanged sentences

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 audited the accompanying consolidated balance sheets of Alpha and Omega Semiconductor Limited and subsidiaries (the "Company") as of June 30, 2026 and 2025, the related consolidated statements of operations, comprehensive loss, equity, and cash flows, for the years ended June 30, 2026 and 2025 , and the related notes and the schedule 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, 2026 and 2025, and the results of its operations and its cash flows for the years ended June 30, 2026 and 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, 2026, 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 27, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

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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.

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

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.

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 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.

Our audits 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.

Our audits 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 audits provide a reasonable basis for our opinion.

Critical Audit Matter

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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 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 inputs and 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, 2025, 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, 2026, 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.

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

/s/ Deloitte & Touche LLP

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

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 (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.

We have audited the accompanying consolidated statements of operations, comprehensive loss, equity, and cash flows of Alpha and Omega Semiconductor Limited (the “Company”) for the year 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 results of its operations and its cash flows for the year 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 audits.

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

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.

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.

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 consolidated financial statements are free of material misstatement, whether due to error or fraud.

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.

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.

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.

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

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/ Baker Tilly US, LLP

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Total operating expenses 194,739 189,440 175,674

Operating income (loss)

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

Other loss, net

Operating loss ( 43,195 ) ( 28,436 ) ( 3,756 )

Other income (loss), net

4,381 ( 1,004 ) ( 73 )

1 unchanged sentence

Interest expenses ( 775 ) ( 2,639 ) ( 3,982 )

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

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

( 35,631 ) ( 27,796 ) ( 2,643 )

Income tax expense (benefit) 7,468 ( 8,625 ) 3,649

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 (loss) per common share

Net loss before equity method investment income (loss)

( 43,099 ) ( 19,171 ) ( 6,292 )

Equity method investment income (loss)

834 ( 77,805 ) ( 4,789 )

$ ( 42,265 ) $ ( 96,976 ) $ ( 11,081 )

Net loss per common share

Basic $ ( 1.41 ) $ ( 3.30 ) $ ( 0.39 )

Diluted $ ( 1.41 ) $ ( 3.30 ) $ ( 0.39 )

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

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

Basic 29,951 29,405 28,236

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ALPHA AND OMEGA SEMICONDUCTOR LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

1 unchanged sentence

2026 2025 2024

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

$ ( 42,265 ) $ ( 96,976 ) $ ( 11,081 )

Other comprehensive income (loss), net of tax

1 unchanged sentence

8,864 1,029 ( 5,308 )

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

Comprehensive loss

$ ( 33,401 ) $ ( 95,947 ) $ ( 16,389 )

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

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(in thousands)

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

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

Retained Earnings Total Shareholders' Equity

Shares Amount Shares Amount Shares Amount

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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 )

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

Net income — — — — — — — — 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 )

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

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

Balance, June 30, 2025 — — 37,127 74 ( 7,118 ) ( 79,058 ) 379,779 ( 12,390 ) 533,927 822,332

Exercise of common stock options and release of RSUs — — 968 1 — — 90 — — 91

Reissuance of treasury stock upon exercise of common stock options and release of RSUs — — — — 20 155 — — ( 155 ) 0

Release of RSUs

— — 976 2 — — ( 1 ) — — 1

Reissuance of treasury stock upon release of RSUs

— — — — 19 148 — — ( 148 ) 0

Withholding tax on restricted stock units — — ( 335 ) — — — ( 7,518 ) — — ( 7,518 )

Issuance of shares under Employee Stock Purchase Plan — — 526 1 — — 7,995 — — 7,996

Repurchase of common shares under share repurchase program — — — — ( 942 ) ( 18,187 ) — — — ( 18,187 )

Share-based compensation expense — — — — — — 26,678 — — 26,678

2 unchanged sentences

Balance, June 30, 2026

— $ — 38,294 $ 77 ( 8,041 ) $ ( 97,097 ) $ 406,933 $ ( 3,526 ) $ 491,514 $ 797,901

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

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Cash flows from operating activities

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

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

$ ( 42,265 ) $ ( 96,976 ) $ ( 11,081 )

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

Depreciation and amortization 57,251 62,396 53,757

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

Equity method investment (income) loss

( 834 ) 77,805 4,789

Gain on recovery of privately-held investment

Share-based compensation expense 26,678 29,569 21,641

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Accrued and other liabilities ( 12,758 ) ( 26,885 ) ( 33,760 )

Net cash provided by operating activities 29,668 25,710 20,473

Net cash (used in) provided by operating activities

( 16,320 ) 29,668 25,710

Cash flows from investing activities

Proceeds from sale of equity interest in the JV Company 147,652 — —

Purchases of property and equipment ( 51,752 ) ( 37,180 ) ( 37,088 )

Purchases of intangible assets ( 569 ) — —

Proceeds from sale of property and equipment 11 61 383

Proceeds from sale of privately-held investment

Government grants related to equipment 145 678 961

Net cash used in investing activities ( 36,441 ) ( 35,744 ) ( 109,630 )

Loan receivable from suppliers ( 9,677 ) — —

Net cash provided by (used in) investing activities

86,100 ( 36,441 ) ( 35,744 )

Cash flows from financing activities

2 unchanged sentences

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

Proceeds from borrowings — — 8,632

Repayments of borrowings ( 23,121 ) ( 11,664 ) ( 11,472 )

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Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 48 ) 227 ( 126 )

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

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

27,927 ( 22,042 ) ( 20,063 )

Cash, cash equivalents and restricted cash at beginning of year 153,498 175,540 195,603

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The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S.

Joint Venture

On March 29, 2016, the Company entered into a joint venture contract (the “JV Agreement”) with two investment funds owned by the Municipality of Chongqing (the “Chongqing Funds”), pursuant to which the Company and the Chongqing Funds formed a joint venture (the “JV Company”), for the purpose of constructing and operating a power semiconductor packaging, testing and 12-inch wafer fabrication facility in the Liangjiang New Area of Chongqing, China (the “JV Transaction”).

As of December 1, 2021, the Company owned 50.9 %, and the Chongqing Funds owned 49.1 %, of the equity interest in the JV Company.

The joint venture was accounted under the provisions of the consolidation guidance since the Company had controlling financial interest until December 1, 2021.

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

Therefore, the Company deconsolidated the JV Company as of that date.

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

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.

Equity Method Investment Income (Loss)

The Company entered into a joint venture contract (the “JV Agreement”) with two investment funds owned by the Municipality of Chongqing (the “Chongqing Funds”), pursuant to which the Company and the Chongqing Funds formed a joint venture (the “JV Company”), which the Company records under the equity method of accounting in the periods presented because 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.

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.

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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 %.

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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The Company reviews the allowance by considering factors such as historical collection experience, credit quality, age of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay.

Company writes off a receivable and charges against its recorded allowance when it has exhausted its collection efforts without success.

The Company writes off a receivable and charges against its recorded allowance when it has exhausted its collection efforts without success.

Fair Value Measurements

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The Company carries inventories at the lower of cost (determined on a first-in, first-out basis) or net realizable value.

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.

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.

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.

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.

11 unchanged sentences

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, 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.

As a result of such grants, during the fiscal year ended June 30, 2026, the Company reduced property, plant and equipment by $ 0.1 million and operating expenses by $ 0.1 million.

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.

Long-lived Assets

The Company reviews all long-lived assets whenever events or changes in circumstance indicate that these assets may not be recoverable.

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.

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, 2026 and 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 $ 0.3 million and $ 1.0 million, respectively, related to such equipment.

There was no impairment of long-lived assets for fiscal year 2024.

Revenue Recognition

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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.

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.

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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.

The amount of contract liability is recorded as deferred revenue on the consolidated balance sheets.

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.

As of June 30, 2025, all revenue was recognized and all consideration was received associated with the license agreement, therefore we no longer have any obligations under the license agreement.

During the fiscal years ended June 30, 2026, 2025 and 2024, the Company recorded $ 0.0 million, $ 13.8 million and $ 21.2 million of license and development revenue, respectively.

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

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The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position.

The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely to be realized upon ultimate settlement.

The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent

likely to be realized upon ultimate settlement.

Although the guidance on the accounting for uncertainty in income taxes prescribes the use of a recognition and measurement model, the determination of whether an uncertain tax position has met those thresholds will continue to require significant judgment by management.

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Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources.

The Company's accumulated other comprehensive income (loss) consists of cumulative foreign currency translation adjustments.

The Company's accumulated other comprehensive loss consists of cumulative foreign currency translation adjustments.

Recent Accounting Pronouncements

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

In December 2023, the FASB issued ASU No.

2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures”, which enhances the transparency, effectiveness and comparability of income tax disclosures by requiring consistent categories and greater disaggregation of information related to income tax rate reconciliations and the jurisdictions in which income taxes are paid.

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

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

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU No.

The purpose of this guidance is to enhance the transparency and usefulness of income tax disclosures and provide comprehensive income tax information, particularly in relation to rate reconciliation and income taxes paid in the U.S.

and foreign jurisdictions.

2023-09 is effective for fiscal years beginning after December 15, 2024.

This guidance impacts only the Company’s disclosures with no impacts to its financial condition or results of operations.

The Company adopted this guidance for the year ended June 30, 2026 on a prospective basis.

Income Taxes for additional information.

Recently Issued Accounting Standards not yet adopted

In November 2024, the FASB issued ASU No.

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

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

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

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

In July 2025, the FASB issued ASU No.

2025-05, “Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets”, which provides an optional practical expedient for estimating

future credit losses based on current conditions as of the balance sheet date and assuming those conditions do not change over the remaining life of the accounts receivable.

The guidance will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company does not expect this ASU to have a material impact on its consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software”.

The ASU removes references to prescriptive software development stages and includes an updated framework for capitalizing internal software costs.

The guidance will be effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted.

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

In December 2025, the FASB issued ASU No.

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

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

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

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

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.

Equity Method Investment in Equity Investee

On December 1, 2021 (the “Effective Date”), Alpha & Omega Semiconductor (Shanghai) Ltd.

(“AOS SH”) and Agape Package Manufacturing (Shanghai) Limited (“APM SH”), each a wholly-owned subsidiary of the Company, entered into a share transfer agreement (“STA”) with a third-party investor to sell a portion of the Company's equity interest in the JV Company which consists of a power semiconductor packaging, testing and 12-inch wafer fabrication facility in Chongqing, China (the “Transaction”).

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 %.

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.

In addition, the JV Company adopted an employee equity incentive plan and issued an equity interest equivalent to 3.99 % of the JV Company in exchange to cash.

As a result of these two transactions, the Company owned 45.8 % of the equity interest in the JV Company as of December 31, 2021.

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 $ 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 %.

At the beginning of fiscal year 2024, we held 42.2 % interest in the JV company.

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 %.

2 unchanged sentences

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.

As of June 30, 2026, all of the conditions were satisfied, and the Company received all installment payments.

2 unchanged sentences

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, 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.

During the fiscal year ended June 30, 2026, the Company recorded $ 0.8 million of equity method investment income, including the $ 1.1 million gain on the related sale of a portion of its interest in the equity method investment and immaterial loss of its equity share of the JV Company, using lag reporting.

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

As of June 30, 2026, the percentage of outstanding JV equity interest beneficially owned by the Company was 18.9 %.

2 unchanged sentences

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

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

As of March 31, 2023

As of March 31, 2026 As of March 31, 2025 As of March 31, 2024

Current assets $ 111,936 $ 101,151 $ 86,280

2 unchanged sentences

Non-current liabilities $ 13,455 $ 82,124 $ 81,899

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 April 1, 2025 to March 31, 2026 For the period April 1, 2024 to March 31, 2025 For the period April 1, 2023 to March 31, 2024

Revenue $ 164,738 $ 142,921 $ 128,951

8 unchanged sentences

The purchases by AOS for the fiscal year ended June 30, 2026, 2025 and 2024 were $ 105.4 million, $ 109.1 million and $ 96.6 million, respectively.

Net Income (Loss) Per Common Share

Net Loss Per Common Share

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

2 unchanged sentences

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:

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

Year Ended June 30,

1 unchanged sentence

(in thousands, except per share data)

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

Effect of potentially dilutive securities:

Stock options, RSUs and ESPP shares — — 1,976

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:

$ ( 42,265 ) $ ( 96,976 ) $ ( 11,081 )

Weighted average number of common shares used to compute basic net loss per share

29,951 29,405 28,236

Weighted average number of common shares used to compute diluted net loss per share

29,951 29,405 28,236

Net loss per share:

Basic $ ( 1.41 ) $ ( 3.30 ) $ ( 0.39 )

Diluted $ ( 1.41 ) $ ( 3.30 ) $ ( 0.39 )

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

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

Year Ended June 30,

15 unchanged sentences

Customer B 53.0 % 51.3 % 46.0 %

Customer D * * 14.0 %

Percentage of accounts receivable 2026 2025

1 unchanged sentence

Customer B 62.4 % 52.3 %

Customer C * 33.4 %

Customer D * 33.4 %

* Less than 10%

38 unchanged sentences

Total depreciation expense was $ 51.1 million, $ 54.2 million and $ 50.5 million for fiscal years 2026, 2025 and 2024, respectively.

The Company capitalized $ 0.2 million, $ 0.6 million and $ 0.5 million of software development costs during the fiscal years 2025, 2024 and 2023, respectively.

The Company capitalized $ 0.0 million, $ 0.2 million and $ 0.6 million of software development costs during fiscal years 2026, 2025 and 2024, respectively.

Amortization of capitalized software development costs was $ 0.3 million in fiscal year 2026, $ 0.5 million in fiscal year 2025 and $ 0.6 million in fiscal year 2024.

3 unchanged sentences

Prepayments for property and equipment $ 440 $ 1,973

Investment in privately held companies — 100

Customs deposit 703 814

Deposit with supplier 22,857 18,080

Long-term loan receivable

Office leases deposits 1,161 1,358

4 unchanged sentences

Patents and technology rights $ 18,037 $ 18,037

Software license 1,485 —

Trade name 268 268

7 unchanged sentences

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

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

All intangible assets, except software license were fully amortized as of June 30, 2026.

The weighted average useful lives for software license was approximately three years .

Accrued liabilities

12 unchanged sentences

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

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.

As of June 30, 2026, $ 5.0 million were from Customer A and $ 5.0 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.

22 unchanged sentences

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

As of June 30, 2026, $ 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.

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

9 unchanged sentences

Other terms remain the same.

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

In August 2025, this factoring agreement was terminated.

As of June 30, 2026, there was no outstanding balance.

Debt financing

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 has a 5 years term, after which Jireh has the option to purchase the equipment for $ 1 .

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.

The implied interest rate was 4.75% per annum which was adjustable based on every five basis point increase in 60-month U.S.

Treasury Notes, until the final installation and acceptance of the equipment.

Treasury Notes.

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

7 unchanged sentences

The purchase price of this hardware was $0.2 million.

The financing arrangement is secured by this equipment and other equipment which had a carrying amount of $ 12.1 million as of June 30, 2025.

The financing arrangement is secured by this equipment and other equipment at Jireh, which had a net book value of $10.5 million as of June 30, 2026.

As of June 30, 2026, the outstanding balance of this debt financing was $3.6 million.

2 unchanged sentences

The obligation under the loan agreement is secured by substantially all assets of Jireh and guaranteed by the Company.

The agreement has a term of 5.5 years and matures on February 16, 2027.

The agreement has a 5.5-year term and matures on February 16, 2027.

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

4 unchanged sentences

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

As of June 30, 2026, there was no outstanding balance.

At June 30, 2026, maturities of short-term debt and long-term debt were as follows (in thousands):

Year ending June 30,

2026 $ 11,871

Total principal of debt 26,751

debt issuance costs ( 27 )

Total principal of debt, less debt issuance costs $ 26,724

Total principal $ 3,631

Short-term Debt Long-term Debt Total

Principal amount $ 3,094 $ 537 $ 3,631

debt issuance costs ( 19 ) ( 8 ) ( 27 )

Total debt, less debt issuance costs $ 11,852 $ 14,872 $ 26,724

The Company evaluates contracts for lease accounting at contract inception and assesses lease classification at the lease commencement date.

15 unchanged sentences

Year Ended June 30,

2026 2025 2024

Operating leases:

22 unchanged sentences

Year Ended June 30,

2026 2025 2024

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

17 unchanged sentences

No dividends had been declared as of June 30, 2026.

In September 2017, the board of directors approved a repurchase program (the “Repurchase Program”) that allowed 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.

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 stock-based compensation programs.

Gains on re-issuance 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 re-issuance of treasury stock.

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.

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

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.

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, 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.

During fiscal year 2026, the Company repurchased an aggregate of 941,883 shares from the open market, for a total cost of $ 18.2 million, excluding fees and related expenses, at an average price of $ 19.22 per share.

As of June 30, 2026, approximately $ 11.9 million remained available under the Repurchase Program.

Share-based Compensation

59 unchanged sentences

Nonvested at June 30, 2026

448,438 $ 23.57 1.82 $ 21,224,571

Market-based Restricted Stock Units (“MSUs”)

8 unchanged sentences

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.

Therefore, the Company reversed $ 2.4 million in the June 2024 quarter that was recorded during 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-yea r 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 %.

During fiscal year 2026, the Company reassessed the estimated achievement of the performance conditions associated with these MSUs, and concluded that a lower outcome was estimated to be achieved.

As a result, the Company reversed $ 3.9 million of expenses previously recognized in prior periods during the fiscal year ended June 30, 2026.

The Company recorded approximately $( 0.3 ) million, $ 5.0 million, and $( 6.4 ) million of expenses for these MSUs during the fiscal years ended June 30, 2026, 2025 and 2024, respectively.

On August 13, 2026, the Compensation Committee of the Board approved a modification to the terms of the MSUs to reduce the minimum revenue threshold.

The modification did not change

the stock price targets, performance period, service condition, or other material terms of the awards.

There was no impact to the estimated achievement of the performance condition as of June 30, 2026, and no impact to the financial statements for the year ended June 30, 2026, as a result of the modification.

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.

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

risk-free interest rate of 0.13 %, expected term of 1.3 years, expected volatility of 66.7 % and dividend yield of 0 %;

and for post-modification conditions:

risk-free interest rate of 0.14 %, expected term of 2.3 years, expected volatility of 59.1 % and dividend yield of 0 %.

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

The 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 as well as the recipients remaining in continuous service with the Company through such period.

The Company recorded approximately $ 0.3 million, $ 0.6 million, and $ 1.0 million of expense for these MSUs during the years ended June 30, 2026, 2025 and 2024, respectively.

16 unchanged sentences

Nonvested at June 30, 2026

1,037,000 $ 37.80 2.39 $ 49,081,210

The following table summarizes the Company's stock option activities:

5 unchanged sentences

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

Canceled or forfeited ( 5,000 ) $ 9.19

Outstanding at June 30, 2024 10,000 $ 9.07

1 unchanged sentence

Outstanding at June 30, 2025 — $ 0.00

Exercised ( 10,000 ) $ 9.07 $ 265,267

Outstanding at June 30, 2026

— $ 0.00 0.00 $ 0

Options vested and expected to vest — $ 0.00 0.00 $ 0

Exercisable at June 30, 2026

The aggregate intrinsic value for options outstanding at June 30, 2025 in the table above is based on the Company’s common stock closing price on June 30, 2025.

— $ 0.00 0.00 $ 0

The 2018 Employee Share Purchase Plan

2 unchanged sentences

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.

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.

The Purchase Plan allows employees to purchase common shares through payroll deductions of up to 15 % of their eligible compensation.

34 unchanged sentences

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 % to 17.0 % in China, 6.0 % in Taiwan, 12.0 % in India, and 9.3 % in Germany.

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, 9.3 % in Germany, 3 % in UK and 10 % in Serbia.

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

5 unchanged sentences

operations ( 46,942 ) ( 36,025 ) ( 11,722 )

Net income (loss) before income taxes

$ ( 27,796 ) $ ( 2,643 ) $ 19,712

The provision for income taxes is comprised of:

Net loss before income taxes $ ( 35,631 ) $ ( 27,796 ) $ ( 2,643 )

The provision (benefit) for income taxes is comprised of:

Year Ended June 30,

9 unchanged sentences

Total provision (benefit) for income taxes $ 7,468 $ ( 8,625 ) $ 3,649

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

The table below provides the income tax rate reconciliation for the years ended June 30, 2025 and June 30, 2024, prepared in accordance with the disclosure requirements in effect prior to the Company's adoption of ASU 2023-09.

As the Company adopted ASU 2023-09 on a prospective basis, the rate reconciliation for periods prior to the year ended June 30, 2026 has not been recast to reflect the updated categories and disaggregation requirements of ASU 2023-09.

See Note 1 Summary of Significant Accounting Policies—Recent Accounting Pronouncements for additional details on the adoption of ASU 2023-09.

The reconciliation of the federal statutory income tax rate to our effective income tax rate for the years ended June 30, 2025 and June 30, 2024 is as follows (in percentage):

Year Ended June 30,

2025 2024 2023

United States statutory rate 21.0 % 21.0 %

5 unchanged sentences

Tax exempt income — 2.8

Withholding taxes — — 9.0

Non-deductible executive compensation ( 6.0 ) ( 78.6 )

2 unchanged sentences

31.0 % ( 138.1 ) %

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.

The Company adopted ASU 2023-09 guidance for the year ended June 30, 2026 on a prospective basis.

The following table presents a reconciliation of income taxes computed at the statutory federal income tax rate to the effective tax rate implied by the accompanying Consolidated Statements of Operations for the year ended June 30, 2026 in accordance with ASU 2023-09.

In preparing the rate reconciliation, the Company is using the United States federal tax rate of 21% as the starting point in the rate reconciliation.

While the Company is incorporated in Bermuda with a zero percent statutory tax rate, the Company has significant operations in the United States.

Furthermore, using the 21% United States federal tax rate is consistent with prior period rate reconciliation reporting.

The reconciliation of the effective tax rate for income taxes from the federal statutory rate were as follows (in thousands, except percentages):

Year Ended June 30, 2026

Amount (in thousands) Percentages

Tax at federal statutory rate $ ( 7,482 ) 21.00 %

State and local income tax, net of federal (national) income tax effect * 2 ( 0.01 ) %

Foreign tax effects:

Cayman - foreign rate differential between Cayman and U.S.

12,925 ( 36.28 ) %

Withholding tax 2,639 ( 7.41 ) %

Outside basis difference on equity method investment 930 ( 2.61 ) %

Other 193 ( 0.54 ) %

Hong Kong - Foreign rate differential between Hong Kong and U.S.

( 460 ) 1.29 %

Other 405 ( 1.14 ) %

Withholding tax 395 ( 1.11 ) %

Other ( 2 ) 0.01 %

Other foreign jurisdictions ( 140 ) 0.39 %

Effect of cross-border tax laws

FDII ( 610 ) 1.73 %

Federal research and development credit ( 2,324 ) 6.52 %

Nontaxable or nondeductible items

Non-deductible compensation 972 ( 2.73 ) %

Other 203 ( 0.57 ) %

Changes in unrecognized tax benefits (report all jurisdictions) ( 178 ) 0.50 %

Provision for income taxes $ 7,468 ( 20.96 ) %

*California and Oregon make up the majority of state tax expense in this category

Analysis of Effective Tax Rate Between Fiscal Years

As shown in the above effective tax rate analysis, the Company’s effective tax rate was ( 21.0 )% , 31.0 %, and ( 138.1 )% for fiscal years 2026, 2025 and 2024, respectively, a 52 % difference between fiscal years 2026 and 2025.

The primary reason for the large percentage differences in the overall effective tax rate reconciliation between fiscal year 2026 and fiscal year 2025 was a result of fiscal year 2025 reporting a tax benefit of $ 12.5 million (a 45.1 % effective tax rate impact in fiscal year 2025) vs.

a fiscal year 2026 tax expense of $ 0.9 million (a negative 2.6 % effective tax rate impact) on the outside basis difference on the equity method investment, for a total 47.7 % effective tax rate impact between the two years.

A secondary reason for the difference in the effective tax rate difference between fiscal year 2026 and fiscal year 2025 is that the Company incurred

$ 3.0 million (a negative 8.5 % effective tax rate impact) of withholding taxes in fiscal year 2026 vs $ 0 withholding taxes in fiscal year 2025.

The primary reason for the large percentage differences in the overall effective tax rate reconciliation between fiscal year 2024 and fiscal year 2026 as well as between the fiscal year 2024 and fiscal year 2025 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 year 2024, as compared to the larger amount of pretax book loss of $ 35.6 million in fiscal year 2026 as the denominator as well as the pretax book loss of $ 27.8 million in fiscal year 2025 as the denominator in calculating the effective tax rates for these years.

When comparing the effective tax rate impact on the differences in pretax book loss between fiscal year 2026 versus fiscal year 2024, the net value of fiscal year 2026 loss is approximately 13.5 times higher than the pretax book loss in fiscal year 2024.

Therefore, the percentage impact on the effective tax rate in fiscal year 2026 is approximately 13.5 times higher than in fiscal year 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 largely explains the differences in the effective tax rate differences between fiscal years 2026 and 2024 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 year 2026 and fiscal year 2024.

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

Therefore, the percentage impact on the effective tax rate in fiscal year 2025 is approximately 10.5 times higher than in fiscal year 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 fiscal years 2025 and 2024 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 year 2025 and fiscal year 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 year 2025 in comparison with that of fiscal year 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.

30 unchanged sentences

The federal tax credits begin to expire in 2043, if not utilized.

At June 30, 2025, the Company had state tax credit carryforwards of approximately $ 11.1 million, of which $ 9.9 million carryforward indefinitely, $ 0.9 million have a 10 to 15 year life (beginning to expire in 2033) and $ 0.3 million with a 20 year life, (beginning to expire in 2038).

At June 30, 2026, the Company had state tax credit carryforwards of approximately $ 12.7 million, of which $ 11.3 million carryforward indefinitely, $ 1.1 million have a 10 to 15 years life (beginning to expire in 2033) and $ 0.3 million with a 20 years life, (beginning to expire in 2038).

The Company intends to reinvest the undistributed earnings of its foreign subsidiaries indefinitely, except for Alpha and Omega Semiconductor (Cayman) Ltd.

and AOS International LP.

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.

Should the Company decide to remit this income to its Bermuda parent company in a future period, its provision for income taxes may increase materially in that period.

1 unchanged sentence

As of June 30, 2026, the Company has recorded a deferred tax liability of $ 7.2 million for the basis difference related to our investment in the JV Company.

The following table presents the net cash paid by the Company for income taxes during the year ended June 30, 2026.

Dollars (in thousands)

Federal $ 1,220

A reconciliation of the beginning and ending amount of unrecognized tax benefits from July 1, 2023 to June 30, 2026 is as follows:

9 unchanged sentences

The remaining $ 3.8 million of unrecognized tax benefits was recorded within long-term income tax payable on the Company's consolidated balance sheet as of June 30, 2026.

The Company cannot reasonably estimate the timing and amount of potential cash settlements on the unrecognized tax benefits.

The total unrecognized tax benefits of $ 11.4 million at June 30, 2026 included $ 7.9 million that, if recognized, would reduce the effective income tax rate in future periods.

It is reasonably possible that the Company will recognize approximately $ 0.2 million reduction to its uncertain tax positions during the next twelve months due to a lapse in the applicable statute of limitations.

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.

4 unchanged sentences

The tax years 2009 to 2026 remain open to examination by U.S.

federal and state tax authorities due to tax attribute carryovers.

federal tax authorities due to tax attribute carryovers.

The tax years 2006 to 2026 remain open to examination by U.S.

state tax authorities due to tax attribute carryovers.

The tax years 2020 to 2026 remain open to examination by foreign tax authorities.

3 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.

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.

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.

One Big Beautiful Bill Act, Enacted July 4, 2025

3 unchanged sentences

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.

The Company has concluded that the impact of OBBB for the current year is immaterial.

Segment and Geographic Information

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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 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 believes that it has been in material compliance with applicable environmental regulations and standards.

Complying with current laws and regulations has not had a material adverse effect on the Company’s financial condition and results of operations.

Complying with current laws and regulations

has not had a material adverse effect on the Company’s financial condition and results of operations.

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

61 unchanged sentences

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

Alpha & Omega Semiconductor Limited 2018 Omnibus Incentive Plan (as amended and restated effective as of November 9, 2023) (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed with the Commission on September 25, 2023)

Amended and Restated Alpha & Omega Semiconductor Limited 2018 Omnibus Incentive Plan (as amended and restated effective as of November 11, 2025) (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed with the Commission on September 18, 2025)

Amendment to Market Performance Restricted Share Unit Agreement (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No.

8 unchanged sentences

001-34717) filed with the Commission on August 30, 2021)

Amended and Restated Director Compensation Policy (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No.

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

10.23* Amended and Restated Director Compensation Policy

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.

15 unchanged sentences

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

10.32 Fifth Supplement to Distribution Agreement dated as of October 1, 2025 between Alpha & Omega Semiconductor (Hong Kong) Limited and Promate Electronic Co., Ltd.

(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 5, 2026)

10.33 Calendar Year 202 6 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 6 , 202 6

10.34*(+) Amendment to Employment Agreement, dated as of November 6, 2025, by and between the registrant and Dr.

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.

11 unchanged sentences

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

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

99.1* Chongqing SIMIC Semiconductor Limited Unaudited Financial Statements as of and for the year ended December 31, 2025

99.2* Chongqing Alpha and Omega Semiconductor Limited Report of Independent Auditor as of and for the years ended December 31, 2024 and December 31, 2023

101.INS XBRL Instance

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* Filed with this Annual Report on Form 10-K.

† Certain provisions in this exhibit have been omitted as confidential information.

†† Confidential treatment has been granted for certain information contained in this document pursuant to an order of the Securities and Exchange Commission.

18 unchanged sentences

CHANG Chairman of the Board and Executive Vice President of Strategic Initiatives August 27, 2026

CHANG Director August 28, 2025

/s/ CLAUDIA CHEN Director August 27, 2026

/s/ JOSHUA CHIEN Director August 27, 2026

/s/ SO-YEON JEONG Director August 27, 2026

8 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