Mike F. Chang, a Director and 10% Owner of Alpha & Omega Semiconductor Ltd (NASDAQ:AOSL), filed a Form 4 on September 11, 2026, reporting a gift of 100,947 common shares from the CHANG Trust on August 24, 2026.

Key Highlights

  • Gift transaction: The CHANG Trust disposed of 100,947 common shares on August 24, 2026, at a price of $0, coded as a gift (transaction code G).
  • Indirect beneficial ownership after transaction: Chang reported 3,698,839 common shares beneficially owned indirectly through the CHANG Trust following the transaction.
  • Direct holdings: Chang also reported 560,540 common shares held directly, which include unvested MSU, PSU, and RSU awards.
  • Trust structure: According to the filing, Chang is the trustee of the CHANG Trust, and members of his immediate family are the sole beneficiaries; he remains the beneficial owner of the securities held by the trust.
  • Unvested equity components: Direct holdings include 45,000 unvested MSU shares, 35,625 unvested PSU shares, and an aggregate of 67,500 RSU shares granted across multiple award dates from 2023 through 2026.
  • Excluded shares: The filing excludes 22,500 unvested PSU shares granted on March 16, 2026, which may vest upon achievement of certain corporate performance goals in the future.

CHANG Trust Gifts Shares While Chang Retains Beneficial Ownership

According to the filing, Mike F. Chang, identified as both a Director and a 10% Owner of Alpha & Omega Semiconductor Ltd, reported a single non-derivative transaction dated August 24, 2026. The CHANG Trust gifted 100,947 common shares for no consideration, reflected as a disposition (D) at $0 under transaction code G. The filing states that Chang, as trustee of the CHANG Trust, retains beneficial ownership of the securities held by the trust, with members of his immediate family serving as the sole beneficiaries.

Following the reported transaction, the filing discloses that Chang indirectly beneficially owns 3,698,839 common shares through the CHANG Trust. Separately, the filing reports 560,540 common shares held directly by Chang. These direct holdings are subject to several footnotes: they include 45,000 unvested shares tied to a Market-Based Performance Share Unit (MSU) granted on July 1, 2018, and 35,625 unvested shares tied to Performance Share Units (PSU) granted on March 15, 2024, and March 17, 2025, all subject to service-based vesting conditions.

The direct holdings also include an aggregate of 67,500 shares subject to Restricted Share Unit (RSU) awards granted on March 15, 2023, March 15, 2024, March 17, 2025, and March 16, 2026, to be issued as each unit vests in accordance with its terms. The filing separately excludes 22,500 unvested PSU shares from the March 16, 2026 grant, noting these shares "may become vested upon achievement of certain corporate performance goals in the future." The Form 4 was signed by Yanbing Hong as attorney-in-fact for Mike F. Chang and filed on September 11, 2026.

What Was Disclosed

Mike F. Chang reported a gift of 100,947 AOSL common shares from the CHANG Trust at $0 on August 24, 2026, while retaining indirect beneficial ownership of 3,698,839 shares through the trust and directly holding 560,540 shares including unvested equity awards.