ALPHA & OMEGA SEMICONDUCTOR Ltd

Previous wording

We are a designer, developer, and global supplier of a broad range of discrete power devices, wide band gap power devices, power management ICs and modules, including a wide portfolio of Power MOSFET, SiC, IGBT, IPM, TVS, HV Gate Drivers, Power IC, and Digital Power products. Our portfolio of power semiconductors includes approximately 2,800 products, and has grown with the introduction of over 100 new products in the fiscal year ended June 30, 2025, and over 100 and 60 new products in the fiscal years ended June 30, 2024 and 2023, respectively. Our teams of scientists and engineers have developed extensive intellectual properties and technical knowledge that encompass major aspects of power semiconductors, which we believe enables us to introduce and develop innovative products to address the increasingly complex power requirements of advanced electronics. We have an extensive patent portfolio that consists of 949 patents and 64 patent applications in the United States as of June 30, 2025. We also have a total of 961 foreign patents, which primarily were based on our research and development efforts through June 30, 2025. We differentiate ourselves by integrating our expertise in technology, design and advanced manufacturing and packaging to optimize product performance and cost. Our portfolio of products targets high-volume applications, including personal computers, graphic cards, game consoles, home appliances, power tools, smart phones, battery packs, consumer and industrial motor controls and power supplies for computers, servers and telecommunications equipment. During fiscal year 2025, we accelerated the development of new technology platforms which allowed us to introduce 33 medium and high voltage MOSFET products, targeting primarily the power supply markets and industrial markets, as well as 11 low voltage MOSFET products primarily for the communication market. In addition, we introduced 38 Power IC new products for computing applications, communication and consumer markets.

Current wording

We are a designer, developer, and global supplier of a broad range of discrete power devices, wide band gap power devices, power management ICs and modules, including a wide portfolio of Power MOSFET, SiC, IGBT, IPM, TVS, HV Gate Drivers, Power IC, and Digital Power products. Our portfolio of power semiconductors includes approximately 2,900 products, and has grown with the introduction of over 70 new products in the fiscal year ended June 30, 2026, and over 100 new products in the fiscal years ended June 30, 2025 and 2024, respectively. Our teams of scientists and engineers have developed extensive intellectual properties and technical knowledge that encompass major aspects of power semiconductors, which we believe enables us to introduce and develop innovative products to address the increasingly complex power requirements of advanced electronics. We have an extensive patent portfolio that consists of 961 patents and 78 patent applications in the United States as of June 30, 2026. We also have a total of 991 foreign patents, which primarily were based on our research and development efforts through June 30, 2026. We differentiate ourselves by integrating our expertise in technology, design and advanced manufacturing and packaging to optimize product performance and cost. Our portfolio of products targets high-volume applications, including personal computers, graphic cards, game consoles, home appliances, power tools, smart phones, battery packs, consumer and industrial motor controls and power supplies for computers, servers and telecommunications equipment. During fiscal year 2026, we accelerated the development of new technology platforms which allowed us to introduce 20 medium and high voltage MOSFET products, targeting primarily the power supply markets and industrial markets, 8 low voltage MOSFET products primarily for the communication market, as well as 32 Power IC products for computing applications market.

Previous wording

On March 29, 2016, we formed a joint venture (the “JV Company”) with two investment funds owned by the Municipality of Chongqing (the “Chongqing Funds”), for the purpose of constructing and operating a power semiconductor packaging, testing and 12-inch wafer fabrication facility (“Fab”) in the LiangJiang New Area of Chongqing, China. As of December 1, 2021, we 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 we had controlling financial interests until December 1, 2021. In December 2021, we sold a portion of our equity interest in the JV Company to a third-party investor, pursuant to which we reduced our ownership from 50.9% to 48.8% of outstanding equity of the JV Company, and reduced our representation on the board of directors of the JV Company. As a result, the JV Company was deconsolidated from our consolidated financial statements effective as of December 2, 2021.

Current wording

On March 29, 2016, we formed a joint venture (the “JV Company”) with two investment funds owned by the Municipality of Chongqing (the “Chongqing Funds”), for the purpose of constructing and operating a power semiconductor packaging, testing and 12-inch wafer fabrication facility (“Fab”) in the LiangJiang New Area of Chongqing, China in which we initially owned 50.9%, and the Chongqing Funds owned 49.1% of the equity interest in the JV Company. From December 2021 to June 2025, we 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 our ownership interest. Accordingly, as of June 30, 2025, the percentage of outstanding JV equity interest beneficially owned by us was further reduced to 39.2%.

Previous wording

On July 14, 2025, we entered into an equity transfer agreement with a 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.

Current wording

On July 14, 2025, we entered into an equity transfer agreement with a strategic investor to sell approximately 20.3% of outstanding equity interest in the JV Company held by us for an aggregate cash consideration of $150 million to be paid in four installments, subject to satisfaction of certain conditions. On August 29, 2025, the amended Shareholders’ agreement for the JV Company was signed, which reduced our equity interest in the JV Company by 20.3% to an ownership percentage of 18.9%. As of June 30, 2026, all of the conditions were satisfied, and we received all installment payments. We believe this sale provides additional and significant capital for us to continue investment in technology, new product development and acquisition of assets complementary to our business operations, which will facilitate and accelerate our efforts to develop and distribute innovative and diverse power semiconductor products to customers worldwide.

Previous wording

In addition, the JV Company will continue to provide us with significant level of foundry capacity to enable us to develop and manufacture our products. Pursuant to an agreement with the JV Company and other shareholders of the JV Company, the JV Company is committed to provide us with a specified level of monthly wafer production capacity.

Current wording

In addition, the JV Company will continue to provide us with a significant level of foundry and packaging capacity to enable us to develop and manufacture our products. Pursuant to an agreement with the JV Company and other shareholders of the JV Company, the JV Company is committed to providing us with a specified level of monthly wafer production capacity.

Previous wording

Manufacturing costs and capacity availability: Our gross margin is affected by a number of factors including our manufacturing costs, utilization of our manufacturing facilities, the product mixes of our sales, pricing of wafers from third party foundries and pricing of semiconductor raw materials. Capacity utilization affects our gross margin because we have certain fixed costs at our Shanghai facilities and our Oregon Fab. If we are unable to utilize our manufacturing facilities at a desired level, our gross margin may be adversely affected. In addition, from time to time, we may experience wafer capacity constraints, particularly at third party foundries, that may prevent us from meeting fully the demand of our customers. While we can mitigate these constraints by increasing and re-allocating capacity at our own fab, we may not be able to do so quickly or at sufficient level, which could adversely affect our financial conditions and results of operations. We also rely on third parties to provide foundry capacity to manufacture our products, including the JV Company, therefore it is important that we maintain continuous access to such capacity, which may not be available at sufficient level or at pricing terms favorable. If these third-party foundries, including the JV Company, take actions or make decisions that prevent us from accessing required capacity, our operations may be adversely affected.

Current wording

constraints, particularly at third party foundries, that may prevent us from meeting fully the demand of our customers. While we can mitigate these constraints by increasing and re-allocating capacity at our own fab, we may not be able to do so quickly or at sufficient level, which could adversely affect our financial conditions and results of operations. We also rely on third parties to provide foundry capacity to manufacture our products, including the JV Company, therefore it is important that we maintain continuous access to such capacity, which may not be available at sufficient level or at pricing terms favorable. If these third-party foundries, take actions or make decisions that prevent us from accessing required capacity, our operations may be adversely affected.

Previous wording

In February 2023, we entered into a license agreement with a customer to license our proprietary SiC technology and provided 24-months of engineering and development services for a total fee of $45.0 million. The license and development fee required significant integration to create a combined output to the customer and was determined to be one performance obligation and was recognized over the 24 months during which we performed the engineering and development services. We use 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, 2024 and 2023, we recorded $13.8 million, $21.2 million and $9.9 million of license and development revenue, respectively. As of June 30, 2025, all revenue has been recognized and all consideration has been received associated with the license agreement, therefore we no longer have any obligations under the license agreement. We also entered into an accompanying supply agreement to provide limited wafer supply to the customer.

Current wording

In February 2023, we entered into a license agreement with a customer to license our proprietary SiC technology and provided 24-months of engineering and development services for a total fee of $45.0 million. The license and development fee required significant integration to create a combined output to the customer and was determined to be one performance obligation and was recognized over the 24 months during which we performed the engineering and development services. We use 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. As of June 30, 2025, all revenue has been 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, we recorded $0.0 million, $13.8 million and $21.2 million of license and development revenue, respectively.

Previous wording

2017 Tax Cuts and Jobs Act. The key provisions include allowing immediate expensing of domestic research and experimental expenditures, new limitations on interest expense deductibility, reinstatement of 100% bonus depreciation for qualified assets placed in service in the United States after January 19, 2025 as well as changes to the calculation of taxable income resulting from the foreign derived intangible income deduction. ASC 740 Income Taxes requires the effects of changes in tax rates and laws to be recognized in the period in which the relevant legislation is enacted. The OBBB was enacted after the June 30, 2025 year end. As of June 30, 2025, we are continuing to assess the potential impact of the OBBB.

Current wording

On July 4, 2025, H.R. 1, commonly known as the One Big Beautiful Bill Act (the “OBBB”), was signed into law. This includes significant changes to the federal corporate tax provisions and extends certain otherwise expiring provisions of the 2017 Tax Cuts and Jobs Act. The key provisions include allowing immediate expensing of domestic research and experimental expenditures, new limitations on interest expense deductibility, reinstatement of 100% bonus depreciation for qualified assets placed in service in the United States after January 19, 2025 as well as changes to the calculation of taxable income resulting from the foreign derived intangible income deduction.

Previous wording

We use the equity method of accounting when we have the ability to exercise significant influence, but we do not have control, as determined in accordance with generally accepted accounting principles, over the operating and financial policies of the company. Effective December 2, 2021, we reduced our equity interest in the JV Company below 50% of outstanding equity ownership and experienced a loss of control of the JV Company. As a result, we record our investment under equity method of accounting. Since we are unable to obtain accurate financial information from the JV Company in a timely manner, we record our share of earnings or losses of the JV Company on a one quarter lag.

Current wording

We use the equity method of accounting when we have the ability to exercise significant influence, but we do not have control, as determined in accordance with generally accepted accounting principles, over the operating and financial policies of the company. Effective December 2, 2021, we reduced our equity interest in the JV Company below 50% of outstanding equity ownership and experienced a loss of control of the JV Company. As a result, we record our investment under equity method of accounting. Since we are unable to obtain accurate financial information from the JV Company in a timely manner, we record our share of earnings or losses of such affiliate on a one quarter lag.

Previous wording

On July 14, 2025, we 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. We 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 fiscal year ended June 30, 2025.

Current wording

On July 14, 2025, we 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. We 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 fiscal year ended June 30, 2025. There was no impairment loss of the equity method investment recorded during the fiscal year ended June 30, 2026.

Previous wording

A discussion of our results of operations for the fiscal year ended June 30, 2025 to June 30, 2024 is included below. For a discussion and comparison of the results of our operations for the fiscal year ended June 30, 2024 with the fiscal year ended June 30, 2023, refer to “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in our Form 10-K for the fiscal year ended June 30, 2024 filed with the SEC on August 23, 2024.

Current wording

A discussion of our results of operations for the fiscal year ended June 30, 2026 as compared to June 30, 2025 is included below. For a discussion and comparison of the results of our operations for the fiscal year ended June 30, 2025 with the fiscal year ended June 30, 2024, refer to “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in our Form 10-K for the fiscal year ended June 30, 2025 filed with the SEC on August 28, 2025.

Previous wording

Total revenue was $696.2 million for fiscal year 2025, an increase of $38.9 million, or 5.9%, as compared to $657.3 million for fiscal year 2024. The increase was primarily due to an increase of $23.4 million and $24.1 million in sales of power discrete products and power IC products, respectively, offset by a decrease of $1.2 million in sales of packaging and testing services and other, as well as a decrease of $7.4 million in license and development services. The increase in power discrete and power IC product sales was primarily due to a 17.1% increase in unit shipments, offset by an 8.0% decrease in average selling price as compared to last fiscal year due to a shift in product mix. The decrease in revenue from packaging and testing services and other for fiscal year 2025 as compared to the last fiscal year was primarily due to decreased demand. The decrease in license and development services for the fiscal year 2025 was related to the license agreement with a customer to license our proprietary SiC technology and provided 24-month engineering and development services, which was completed in February 2025.

Current wording

Total revenue was $678.9 million for fiscal year 2026, a decrease of $17.2 million, or 2.5%, as compared to $696.2 million for fiscal year 2025. The decrease was primarily due to a decrease of $11.7 million in sales of power discrete products and a decrease of $13.8 million in license and development services, offset by an increase of $3.9 million in sales of power IC products and an increase of $4.4 million in sales of packaging and testing services and other. The net decrease in combined power discrete and power IC product sales was primarily due to a 3.0% decrease in unit shipments, offset by a 2.0% increase in average selling price as compared to last fiscal year due to a shift in product mix. The increase in revenue from packaging and testing services and other for fiscal year 2026 as compared to the last fiscal year was primarily due to increased demand. The decrease in license and development services for fiscal year 2026 was related to the license agreement with a customer to license our proprietary SiC technology and provided 24-month engineering and development services, which was completed in February 2025.

Previous wording

Cost of goods sold was $535.2 million for fiscal year 2025, an increase of $49.8 million, or 10.3%, as compared to $485.4 million for fiscal year 2024. The increase was primarily due to 5.9% increase in revenue. Gross margin decreased by 3.1 percentage points to 23.1% for fiscal year 2025, as compared to 26.2% for fiscal year 2024. The decrease in gross margin was primarily due to average selling pricing erosion, higher material costs and less favorable product mix during fiscal year ended June 30, 2025. We expect our gross margin to continue to fluctuate in the future as a result of variations in our product mix, semiconductor wafer and raw material pricing, manufacturing labor cost and general economic and PC market conditions.

Current wording

Cost of goods sold was $527.4 million for fiscal year 2026, a decrease of $7.8 million, or 1.5%, as compared to $535.2 million for fiscal year 2025. The decrease was primarily due to 2.5% decrease in revenue as a result of less unit shipments. Gross margin decreased by 0.8 percentage points to 22.3% for fiscal year 2026, as compared to 23.1% for fiscal year 2025. The decrease in gross margin was primarily due to higher material costs and lower unit shipment during fiscal year ended June 30, 2026. We expect our gross margin to continue to fluctuate in the future as a result of variations in our product mix, semiconductor wafer and raw material pricing, manufacturing labor cost and general economic and PC market conditions.

Previous wording

Research and development expenses were $94.3 million for fiscal year 2025, an increase of $4.3 million, or 4.8%, as compared to $89.9 million for fiscal year 2024. The increase was primarily attributable to a $2.9 million increase in share-based compensation as a result of a modification of market-based restricted stock units in August 2024, a $0.9 million increase in employee compensation and benefit expense mainly due to increased headcount, higher medical insurance expenses and higher severance expenses, a $0.3 million increase in product prototyping engineering expense as a result of increased engineering activities, as well as a $0.1 million increase in office rent expenses. We continue to evaluate and invest resources in developing new technologies and products utilizing our own fabrication and packaging facilities. We believe the investment in research and development is important to meet our strategic objectives.

Current wording

Research and development expenses were $103.9 million for fiscal year 2026, an increase of $9.6 million, or 10.2%, as compared to $94.3 million for fiscal year 2025. The increase was primarily attributable to a $9.0 million increase in employee compensation and personnel related expenses mainly due to our focused investment in R&D, a $3.7 million increase in product prototyping engineering expense as a result of increased engineering activities, a $0.5 million increase in recruiting fees and a $2.1 million increase in allocation, partially offset by a $1.1 million decrease in share-based compensation as a result of the change in estimated achievement of the performance conditions associated with the MSUs granted in December 2021, as well as a $4.4 million decrease in amortization expense as a result of certain software licenses having been fully amortized in June 2025. We continue to evaluate and invest resources in developing new technologies and products utilizing our own fabrication and packaging facilities. We believe the investment in research and development is important to meet our strategic objectives.

Previous wording

Selling, general and administrative expenses were $95.2 million for fiscal year 2025, an increase of $9.4 million, or 11.0%, as compared to $85.7 million for fiscal year 2024. The increase was primarily attributable to a one-time settlement fee of $4.3 million for the export control investigation case, a $4.2 million increase in share-based compensation expense as a result of a modification of market-based restricted stock units in August 2024, and a $2.4 million increase in employee compensation and benefits expenses mainly due to merit-based compensation increases for certain personnel, higher insurance expenses and higher severance expenses, offset by a $0.8 million decrease in audit fees, a $0.7 million decrease in consulting fees, a $0.5 million decrease in marketing related expenses, and a $0.6 million decrease in allocation expenses. In addition, during the fiscal year ended June 30, 2025, we identified certain purchased manufacturing equipment that we were unable to meet our production process requirements. Because the equipment had no alternative uses, we recorded an impairment of $1.0 million related to such equipment.

Current wording

Selling, general and administrative expenses were $90.9 million for fiscal year 2026, a decrease of $4.3 million, or 4.5%, as compared to $95.2 million for fiscal year 2025. The decrease was primarily attributable to a one-time settlement fee of $4.3 million relating to the government investigation in fiscal year 2025, a $2.1 million decrease in share-based compensation expense as a result of the change in estimated achievement of the performance conditions associated with the MSUs granted in December 2021, and a $0.9 million decrease in allocation, partially offset by a $1.8 million increase in employee compensation and personnel related expenses, and a $1.2 million increase in professional service fees.

Previous wording

Other loss, net increased by $0.9 million in fiscal year 2025 as compared to the last fiscal year primarily due to increase in foreign currency exchange loss as a result of the appreciation of RMB and Taiwan dollar against the U.S. dollar.

Current wording

Other income (loss), net increased by $5.4 million in fiscal year 2026 as compared to the last fiscal year primarily due to an increase in foreign currency exchange gain as a result of the appreciation of RMB against USD, as well as income of $1.9 million from certain services provided by the Company to the JV Company.

Previous wording

Interest income decreased by $0.9 million in fiscal year 2025 as compared to fiscal year 2024 primarily due to a result of lower interest rate and lower cash balance during fiscal year 2025.

Current wording

Interest income decreased by $0.3 million in fiscal year 2026 as compared to fiscal year 2025 primarily due to lower interest rate during fiscal year 2026.

Previous wording

Interest expenses decreased by $1.3 million in fiscal year 2025 as compared to fiscal year 2024 primarily due to less outstanding loan balance during fiscal year 2025.

Current wording

Interest expenses decreased by $1.9 million in fiscal year 2026 as compared to fiscal year 2025 primarily due to lower outstanding loan balance during fiscal year 2026.

Previous wording

Income tax expense (benefit) for fiscal years 2025 and 2024 was $(8.6) million and $3.6 million, respectively. Income tax expense decreased by $12.3 million in fiscal year 2025 as compared to fiscal year 2024. The decrease was primarily related to the tax benefits reported in connection with the Company’s investment in the JV Company. In fiscal year 2025, the Company reported a $77.8 million equity method investment loss, generating a $12.5 million tax benefit in fiscal year 2025 as compared to a $4.8 million equity method investment loss in fiscal year 2024 that generated a $0.7 million tax benefit in fiscal year 2024. Excluding the $12.5 million tax benefit related to the $77.8 million of equity method loss in fiscal 2025, the fiscal 2025 tax would be $3.9 million of income tax expense. The remaining difference in tax expense between fiscal years 2025 and 2024 was primarily due to changes in various book-tax permanent differences, discrete tax adjustments between the two years, and changes in the mix of earnings in various geographic jurisdictions between the current year and the same period of last year.

Current wording

Income tax expense (benefit) for fiscal years 2026 and 2025 was $7.5 million and $(8.6) million, respectively. Income tax expense increased by $16.1 million in fiscal year 2026 as compared to fiscal year 2025. The $16.1 million change in fiscal year 2026 tax expense of $7.5 million vs. fiscal year 2025 tax benefit of $8.6 million was primarily related to the changes in the tax expense (benefit) reported in connection with the Company’s investment in the JV Company between the 2026 and 2025 fiscal years. In fiscal year 2026, the Company sold approximately 20.3% of outstanding equity interest in the JV Company for $150 million. The sale resulted in approximately $10.5 million of current tax expense and $9.9 million of deferred tax benefit. The Company also incurred $2.6 million of income tax withholding tax expense related to the investment in the JV Company. In fiscal year 2026, the Company reported $3.2 million in income tax expense related to the sale of the outstanding equity interest in the JV Company and the income tax withholdings related to the investment in the JV Company compared to a $12.5 million tax benefit in fiscal year 2025 as a result of the impairment on the equity method investment.

Previous wording

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. 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. The total purchase price of this equipment was Euro 12.0 million. In April 2021, Jireh made a down payment of Euro 6.0 million, representing 50% of the total purchase price of the equipment, to the supplier. In June 2022, the equipment was delivered to Jireh after Lender paid 40% of the total purchase price, for Euro 4.8 million, to the supplier on behalf of Jireh. In September 2022, Lender paid the remaining 10% payment for the total purchase price and reimbursed Jireh for the 50% down payment, after the installation and configuration of the equipment. The title of the equipment was transferred to Lender following such payment. The agreement was amended with fixed implied interest rate of 7.51% and monthly payment of principal and interest effective in October 2022. Other terms remain the same. In addition, Jireh purchased hardware for the machine under this financing arrangement. 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. As of June 30, 2025, the outstanding balance of this debt financing was $6.5 million.

Current wording

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. 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. The total purchase price of this equipment was euro 12.0 million. In April 2021, Jireh made a down payment of euro 6.0 million, representing 50% of the total purchase price of the equipment, to the supplier. In June 2022, the equipment was delivered to Jireh after Lender paid 40% of the total purchase price, for euro 4.8 million, to the supplier on behalf of Jireh. In September 2022, Lender paid the remaining 10% payment for the total purchase price and reimbursed Jireh for the 50% down payment, after the installation and configuration of the equipment. The title of the equipment was transferred to Lender following such payment. The agreement was amended with fixed implied interest rate of 7.51% and monthly payment of principal and interest effective in October 2022. Other terms remain the same. In addition, Jireh purchased hardware for the machine under this financing arrangement. 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 $10.5 million as of June 30, 2026. As of June 30, 2026, the outstanding balance of this debt financing was $3.6 million.

Previous wording

On August 18, 2021, Jireh entered into a term loan agreement with a financial institution (the “Bank”) in an amount up to $45.0 million for the purpose of expanding and upgrading the Company’s fabrication facility located in Oregon. 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. Jireh is required to make consecutive quarterly payments of principal and interest. The loan accrues interest based on the SOFR plus the applicable margin based on the outstanding balance of the loan. This agreement contains customary restrictive covenants and includes certain financial covenants that the Company is required to maintain. Jireh drew down $45.0 million on February 16, 2022 with the first payment of principal beginning in October 2022. As of June 30, 2025, Jireh was in compliance with these covenants and the outstanding balance of this loan was $20.3 million. In August 2025, the Company paid the outstanding balance in full.

Current wording

On August 18, 2021, Jireh entered into a term loan agreement with a financial institution (the “Bank”) in an amount up to $45.0 million for the purpose of expanding and upgrading the Company’s fabrication facility located in Oregon. The obligation under the loan agreement is secured by substantially all assets of Jireh and guaranteed by the Company. 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. The loan accrues interest based on the SOFR plus the applicable margin based on the outstanding balance of the loan. This agreement contains customary restrictive covenants and includes certain financial covenants that the Company is required to maintain. Jireh drew down $45.0 million on February 16, 2022 with the first payment of principal beginning in October 2022. As of June 30, 2025, Jireh was in compliance with these covenants and the outstanding balance of this loan was $20.3 million. In August 2025, the Company paid the outstanding balance in full. As of June 30, 2026, there was no outstanding balance.

Previous wording

On August 9, 2019, one of the Company’s wholly-owned subsidiaries (the “Borrower”) entered into a factoring agreement with the Hongkong and Shanghai Banking Corporation Limited (“HSBC”), whereby the Borrower assigns certain of its accounts receivable with recourse. This factoring agreement allows the Borrower to borrow up to 70% of the net amount of its eligible accounts receivable with a maximum amount of $30.0 million. The interest rate is based on the Secured Overnight Financing Rate (“SOFR”), plus 2.01% per annum. The Company is the guarantor for this agreement. The Company is accounting for this transaction as a secured borrowing under the Transfers and Servicing of Financial Assets guidance. In addition, any cash held in the restricted bank account controlled by HSBC has a legal right of offset against the borrowing. This agreement, with certain financial covenants required, has no expiration date. On August 11, 2021, the Borrower signed an agreement with HSBC to decrease the borrowing maximum amount to $8.0 million with certain financial covenants required. Other terms remain the same. As of June 30, 2025, there was no outstanding balance for this loan.

Current wording

On August 9, 2019, one of the Company's wholly-owned subsidiaries (the “Borrower”) entered into a factoring agreement with the Hongkong and Shanghai Banking Corporation Limited (“HSBC”), whereby the Borrower assigns certain of its accounts receivable with recourse. This factoring agreement allows the Borrower to borrow up to 70% of the net amount of its eligible accounts receivable of the Borrower with a maximum amount of $30.0 million. The interest rate is based on the Secured Overnight Financing Rate (“SOFR”), plus 2.01% per annum. The Company is the guarantor for this agreement. The Company is accounting for this transaction as a secured borrowing under the Transfers and Servicing of Financial Assets guidance. In addition, any cash held in the restricted bank account controlled by HSBC has a legal right of offset against the borrowing. This agreement, with certain financial covenants required, has no expiration date. On August 11, 2021, the Borrower signed an agreement with HSBC to decrease the borrowing maximum amount to $8.0 million with certain financial covenants required. Other terms remain the same. In August 2025, this factoring agreement was terminated. As of June 30, 2026, there was no outstanding balance.

Previous wording

transactions require prior approval from SAFE or its provincial branch or an account bank delegated by SAFE to convert a remittance into a foreign currency, such as U.S. dollars, and transmit the foreign currency outside of China. As a result of this and other restrictions under PRC laws and regulations, our China subsidiaries are restricted in their ability to transfer a portion of their net assets to us, and such restriction may adversely affect our ability to generate sufficient liquidity to fund our operations or other expenditures. As of June 30, 2025 and 2024, such restricted portion amounted to approximately $93.9 million and $93.5 million, or 11.4% and 10.5%, of our total consolidated net assets attributable to the Company, respectively.

Current wording

Transactions that involve conversion of RMB into foreign currency in relation to foreign direct investments and provision of debt financings in China are classified as “capital account” transactions. Examples of “capital account” transactions include repatriations of investments by foreign owners and repayments of loan principal to foreign lenders. "Capital account" transactions require prior approval from SAFE or its provincial branch or an account bank delegated by SAFE to convert a remittance into a foreign currency, such as U.S. dollars, and transmit the foreign currency outside of China. As a result of this and other restrictions under PRC laws and regulations, our China subsidiaries are restricted in their ability to transfer a portion of their net assets to us, and such restriction may adversely affect our ability to generate sufficient liquidity to fund our operations or other expenditures. As of June 30, 2026 and 2025, such restricted portion amounted to approximately $94.0 million and $93.9 million, or 11.8% and 11.4%, of our total consolidated net assets attributable to the Company, respectively.

Previous wording

We believe that our current cash and cash equivalents and cash flows from operations will be sufficient to meet our anticipated cash needs, including working capital and capital expenditures, for at least the next twelve months. In the long-term, we may require additional capital due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our cash is insufficient to meet our needs, we may seek to raise capital through equity or debt financing. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt obligations and may include operating and financial covenants that would restrict our operations. We cannot be certain that any financing will be available in the amounts we need or on terms acceptable to us, if at all.

Current wording

We believe that our current cash and cash equivalents and cash flows from operations will be sufficient to meet our anticipated cash needs, including working capital and capital expenditures, for at least the next twelve months. In the long-term, we may require additional capital due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our cash is insufficient to meet our needs, we may seek to raise capital through debt financing. The incurrence of indebtedness would result in increased debt service obligations and may include operating and financial covenants that would restrict our operations. If we decide to raise capital through equity financing, the issuance of additional equity may result in dilution to our shareholders. We cannot be certain that any financing will be available in the amounts we need or on terms acceptable to us, if at all.

Previous wording

As of June 30, 2025 and 2024, we had $153.5 million and $175.5 million of cash, cash equivalents and restricted cash, respectively. Our cash, cash equivalents and restricted cash primarily consisted of cash on hand, restricted cash and short-term bank deposits with original maturities of three months or less. Of the $153.5 million and $175.5 million cash and cash equivalents, $40.7 million and $55.0 million, respectively, were deposited with financial institutions outside the United States.

Current wording

As of June 30, 2026 and 2025, we had $181.4 million and $153.5 million of cash, cash equivalents and restricted cash, respectively. Our cash, cash equivalents and restricted cash primarily consisted of cash on hand, restricted cash and short-term bank deposits with original maturities of three months or less. Of the $181.4 million and $153.5 million cash and cash equivalents, $60.7 million and $40.7 million, respectively, were deposited with financial institutions outside the United States.

Previous wording

For the fiscal year ended June 30, 2025, the $4.0 million increase in cash provided by operating activities compared to the fiscal year ended June 30, 2024 was primarily due to an increase of net loss of $85.9 million and an increase of non-cash expenses of $78.3 million, a decrease of $18.6 million in inventory purchases, an increase of accounts payable of $15.7 million primarily due to timing of payment, an increase of $6.9 million in accrued and other liabilities, an increase of $2.9 million in deferred revenue, an increase of $1.6 million in income tax payable, offset by an increase of $32.1 million in accounts receivable due to timing of billings and collection of payments, and an increase of $2.4 million in other current and long term assets due to increase in advance payments to suppliers.

Current wording

For the fiscal year ended June 30, 2026, the $46.0 million decrease in cash provided by operating activities compared to the fiscal year ended June 30, 2025 was primarily due to a decrease of net loss of $54.7 million and a decrease of non-cash expenses of $83.8 million, an increase of $17.8 million in inventory purchase, a decrease of accounts payable of $25.4 million primarily due to timing of payment, and a decrease of $9.2 million in payable related to equity investee, offset by a decrease of $14.2 million in accounts receivable due to timing of billings and collection of payments, a decrease of $1.9 million in other current and long term assets due to decrease in advance payments to suppliers, an increase of $2.0 million in income tax payable, an increase of $3.3 million in deferred revenue, and an increase of $14.1 million in accrued and other liabilities.

Previous wording

For the fiscal year ended June 30, 2025, the $0.7 million increase in cash used in investing activities compared to the fiscal year ended June 30, 2024 was primarily due to a $0.1 million increase in purchases of property and equipment, a $0.3 million decrease in the proceeds of sales of property and equipment, as well as a $0.3 million decrease in government grants related to equipment.

Current wording

For the fiscal year ended June 30, 2026, the $122.5 million increase in cash provided by investing activities compared to the fiscal year ended June 30, 2025 was primarily due to a $147.7 million in the proceeds of sales of equity interest in the JV

Previous wording

For the fiscal year ended June 30, 2025, the $5.6 million increase in cash used in financing activities compared to the fiscal year 2024 was primarily due to $2.3 million decrease in proceeds from exercise of stock options and the Employee Share Purchase Plan (“ESPP”), and $3.0 million increase in withholding tax paid on behalf of employees for net share settlement.

Current wording

For the fiscal year ended June 30, 2026, the $26.3 million increase in cash used in financing activities compared to fiscal year 2025 was primarily due to $18.2 million of payment for repurchases of common shares and $11.5 million of repayment of loan borrowings, offset by $3.2 million decrease in withholding tax paid on behalf of employees for net share settlement, and $0.2 million increase in proceeds from exercise of stock options and the Employee Share Purchase Plan.

Previous wording

We evaluate our inventory for salability, obsolescence and other available applicable information. When evaluating the adequacy of our provision for excess and obsolete inventory, we identify excess and obsolete products and also analyze historical usage, forecasted demand, and current economic trends. Demand for our products can fluctuate significantly from period to period. A significant decrease in demand could result in an increase in the amount of excess inventory on hand. In addition, our industry is characterized by frequent new product development and technological changes that could result in an increase in the amount of obsolete inventory quantities on hand. Also our estimates of forecasted demand and judgement to determine excess inventory may prove to be inaccurate, in which case we may have understated or overstated the reduction to the total carrying value of our inventory for excess and obsolete inventory. 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. If actual economic trends are more favorable than expected and the products that have previously been written down are sold, our gross margin would be favorably impacted.

Current wording

We evaluate our inventory for salability, obsolescence and other available applicable information. When evaluating the adequacy of our provision for excess and obsolete inventory, we identify excess and obsolete products and also analyze historical usage, forecasted demand, projected and current economic trends. Demand for our products can fluctuate significantly from period to period. A significant decrease in demand could result in an increase in the amount of excess inventory on hand. In addition, our industry is characterized by frequent new product development and technological changes that could result in an increase in the amount of obsolete inventory quantities on hand. Also, our estimates of forecasted demand and judgement to determine excess inventory may prove to be inaccurate, in which case we may have understated or overstated the reduction to the total carrying value of our inventory for excess and obsolete inventory. 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. If actual economic trends are more favorable than expected and the products that have previously been written down are sold, our gross margin would be favorably impacted.