UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

FORM 8-K

_________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6 11, 2026

_________________________________

Alpha and Omega Semiconductor Limited

(Exact name of registrant as specified in its charter)

Bermuda

001-34717

77-0553536

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(I.R.S. EmployerIdentification No.)

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

(Address of principal registered offices)

(408) 830-9742

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	AOSL	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.~~02. Results~~01 Completion of ~~Operations~~Acquisition ~~and~~or ~~Financial~~Disposition ~~Condition~~of Assets.

~~The~~As ~~information~~previously indisclosed, ~~Item~~on ~~2.02~~July of14, ~~this~~2025, ~~Current~~Alpha ~~Report,~~& ~~including~~Omega Semiconductor Limited (the ~~accompanying~~“Company”) ~~exhibit~~and its subsidiary, isAlpha ~~being~~& ~~furnished~~Omega ~~and~~Semiconductor ~~shall~~(Shanghai) ~~not~~Ltd., beentered ~~deemed~~into an equity transfer agreement (the “~~filed~~Agreement”) ~~for~~with ~~the~~SIMIC ~~purposes~~Holdings ofCo., ~~Section~~Ltd., 18a oflimited ~~the~~liability ~~Securities~~company ~~Exchange~~established ~~Act~~according ofto ~~1934,~~the aslaws ~~amended~~of China (the “~~Exchange Act~~Investor”), orto ~~otherwise~~sell ~~subject~~approximately to20.3% of outstanding equity interest of the ~~liabilities~~Company’s joint venture of ~~Section~~power ~~18.~~semiconductor ~~The~~packaging, ~~information~~testing and 12-inch wafer fabrication facility located in ~~Item~~Chongqing, ~~2.02~~China of(the ~~this~~“Transaction”). ~~Current~~The ~~Report~~aggregate ~~shall~~cash ~~not~~consideration befor ~~incorporated~~the bysale ~~reference~~under ~~into~~the ~~any~~Agreement ~~registration~~was ~~statement~~USD or$150 ~~other~~million ~~document~~(the ~~filed~~“Purchase ~~pursuant~~Price”) to be paid in four installments. The Company received the ~~Securities~~last ~~Act~~installment of ~~1933,~~the asPurchase ~~amended,~~Price orfrom the ~~Exchange~~Investor ~~Act,~~on ~~regardless~~May of11, ~~any~~2026, ~~general~~and ~~incorporation~~the ~~language~~Transaction ~~contained~~was incompleted on such ~~filing~~date.

OnThe ~~May 6,~~foregoing ~~2026,~~description ~~Alpha~~of the Agreement and ~~Omega~~the ~~Semiconductor~~Transaction ~~Limited~~does ~~(the~~not ~~“Company”)~~purport ~~issued~~to be a ~~press~~complete ~~release~~statement ~~regarding~~of ~~its~~the ~~financial~~parties’ ~~results~~rights ~~for~~and obligations under the ~~fiscal~~Agreement ~~third~~and ~~quarter~~the ofTransaction ~~2026~~thereby ~~ended~~or ~~March 31,~~a ~~2026. A~~complete ~~copy~~explanation of the ~~press~~material ~~release~~terms thereof. The foregoing description is ~~furnished~~subject ~~herewith~~to and qualified in its entirety by reference to the complete text of the Agreement, which was filed as ~~Exhibit~~an ~~99.1~~exhibit to our Quarterly Report on Form 10-Q for the quarter ended on September 30, 2025, filed on November 6, 2025, and which is incorporated herein by reference ~~herein~~.

Item 9.01 Financial Statements and Exhibits.

(db) ~~Exhibits.~~ Pro Forma Financial Information

99.1			Press Release dated May 6, 2026
99.2			Script of Prepared Remarks for Earnings Call

No pro forma financial statements reflecting the impact of the Transaction are provided in this report, as the equity interest disposed of in the Transaction were not significant as defined in Rule 11-01(b)(2) of Regulation S-X.

(d) Exhibits


Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 6 12, 2026



Alpha and Omega Semiconductor Limited

By:						/s/ Yifan Liang
Name:						Yifan Liang
Title:						Chief Financial Officer and Corporate Secretary

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