ALPHA & OMEGA SEMICONDUCTOR Ltd

Current report

Our recent sale of equity interest in the JV Company is subject to certain closing conditions, and if the conditions are not met, we may not receive a portion or the cash proceeds for the sale, and we may be required to unwind the transaction, which will adversely affect our financial results and reputation.

Current report

On July 14, 2025, we 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 for an aggregate cash consideration of $150 million to be paid in four installments, subject to satisfaction of certain conditions. Such conditions include, among other things, shareholder approval by the JV Company and certain registrations, approvals by government authorities and closing of additional investment by the strategic investor in the JV Company’s equity, which are outside of our control. For a more detailed description of the installment payments and related conditions, please see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview. On August 29, 2025, we received the first installment payment of RMB 676 million (approximately $94.5 million based on the exchange rate on August 29, 2025) and recorded a receivable of $56.4 million for the remaining three installments. We cannot be certain that the conditions for the remaining installments will be satisfied on a timely basis, including those conditions that are outside of our control. If these conditions are not met by the deadlines as set forth in the equity transfer agreement, we may not be able to receive a portion or the cash proceeds from the sale, which may adversely affect our ability to continue investment in technology, R&D projects and acquisition of assets complimentary to our business operations. Furthermore, failure to meet these conditions may require the parties to terminate and unwind the transaction, which will adversely affect our reputation, business operations and stock price.

Current report

Excludes (i) approximately 3,690 common shares to be issued upon the vesting of Restricted Share Unit awards (RSU) and (ii) approximately 3,690 common shares to be issued upon the vesting of Performance Share Unit awards (PSU), assuming the achievement of applicable corporate performance goals in the future; in each case of (i) and (ii), taking into account shares to be withheld to satisfy estimated tax withholding obligations based on an assumed closing price of our common shares at such vesting dates.

Previous report

Changes in tariffs and international trade policies affecting imports and exports may have a material adverse effect on our business operations and financial performance.

Previous report

The U.S. has recently proposed the implementation of a range of new tariffs and significant increases to existing tariffs. In response to such tariffs announced by the U.S., other countries have imposed or are considering imposing new or increased tariffs on certain exports from the U.S. There is currently significant uncertainty about the future relationship between the U.S. and other countries with respect to tariffs, trade policies, taxes and other related government regulations, and we cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future. Such uncertainties and risks may negatively affect our ability to enter into new business transactions with partners, vendors and customers because of the lack of clarity on the economic benefits of such transactions. Significant increase in U.S. tariffs may increase the costs of materials, goods and components that we purchase from suppliers from other countries for the manufacturing and distribution of our products, which may adversely affect our financial performance. Also, we may not be able to mitigate the impact of tariffs by identifying and securing alternative sources in the U.S. for similar materials, goods and components at comparable qualities or more favorable prices. In addition, retaliatory tariffs from other countries could have a significant negative impact on our business overseas that rely on imports of goods and products from the U.S. Furthermore, tariffs, or the threat of tariffs or increased tariffs, could have a significant negative impact on our business relationships with customers, suppliers and partners in Asia, including China, Hong Kong, Taiwan, Korea and Japan. Any significant changes in trade policies and tariffs may also affect the business operations of our customers, suppliers and partners, which may cause them to take actions or make decisions that adversely affect our business operations and results of operations.

Previous report

As previously disclosed, this rule 10b5-1 trading arrangement’s original end date was April 7, 2025 and wasterminated early on February 26, 2025. No shares were sold under this arrangement.