Form 8-K

8-K — ALPHA & OMEGA SEMICONDUCTOR Ltd

Accession: 0001628280-26-056197

Filed: 2026-08-12

Period: 2026-08-12

CIK: 0001387467

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — aosl-20260812.htm (Primary)

EX-99.1 (exhibit991earningreleaseju.htm)

EX-99.2 (exhibit992earningreleaseju.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: aosl-20260812.htm · Sequence: 1

aosl-20260812

0001387467false00013874672026-08-122026-08-12

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): August 12, 2026

_________________________________

Alpha and Omega Semiconductor Limited

(Exact name of registrant as specified in its charter)

Bermuda 001-34717 77-0553536

(State or other jurisdiction

of incorporation) (Commission

File Number) (I.R.S. Employer

Identification No.)

Richmond House

12 Par-la-Ville Road

Hamilton HM 08

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 of Operations and Financial Condition.

The information in Item 2.02 of this Current Report, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. The information in Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing.

On August 12, 2026, Alpha and Omega Semiconductor Limited (the “Company”) issued a press release regarding its financial results for the fiscal fourth quarter and fiscal year ended June 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press Release dated August 12, 2026

99.2

Script of Prepared Remarks for Earnings Call

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: August 12, 2026

Alpha and Omega Semiconductor Limited

By: /s/ Yifan Liang

Name: Yifan Liang

Title: Chief Financial Officer and Corporate Secretary

EX-99.1

Filename: exhibit991earningreleaseju.htm · Sequence: 2

Document

Exhibit 99.1

Alpha and Omega Semiconductor Reports Financial Results for Fiscal Fourth Quarter and Fiscal Year Ended June 30, 2026

SUNNYVALE, California, August 12, 2026 (BUSINESS WIRE) - Alpha and Omega Semiconductor Limited (“AOS”) (NASDAQ: AOSL), today reported financial results for the fiscal fourth quarter and the fiscal year ended June 30, 2026.

The results for the fiscal fourth quarter ended June 30, 2026 were as follows:

GAAP Financial Comparison

Quarterly

(in millions, except percentage and per share data)

(unaudited)

Three Months Ended

June 30, 2026 March 31, 2026 June 30, 2025

Revenue $ 170.4 $ 163.8 $ 176.5

Gross Margin 23.1 % 21.1 % 23.4 %

Operating Loss $ (11.0) $ (14.1) $ (11.6)

Net Loss $ (13.1) $ (13.8) $ (77.1)

Net Loss Per Share - Diluted $ (0.43) $ (0.46) $ (2.58)

Non-GAAP Financial Comparison

Quarterly

(in millions, except percentage and per share data)

(unaudited)

Three Months Ended

June 30, 2026 March 31, 2026 June 30, 2025

Revenue $ 170.4 $ 163.8 $ 176.5

Non-GAAP Gross Margin 23.7 % 21.7 % 24.4 %

Non-GAAP Operating Income (Loss) $ (4.8) $ (8.7) $ 2.3

Non-GAAP Net Income (Loss) $ (4.0) $ (8.3) $ 0.7

Non-GAAP Net Income (Loss) Per Share - Diluted $ (0.13) $ (0.28) $ 0.02

The non-GAAP financial measures in the schedule above and under the section "Financial Results for Fiscal Q4 Ended June 30, 2026" below exclude the effect of share-based compensation expenses, equity method investment loss, and income tax effect of non-GAAP adjustments in each of the periods presented, as well as amortization of purchased intangible, settlement and legal costs related to government investigation for the three months ended June 30, 2025, impairment of long-lived assets for the three months ended March 31, 2026 and June 30, 2025, and China withholding tax related to investment in CQJV for the three months ended June 30, 2026. A detailed reconciliation of GAAP and non-GAAP financial measures is included at the end of this press release.

The results for the fiscal years ended June 30, 2026 and 2025 were as follows:

GAAP Financial Comparison

Annually

(in millions, except percentage and per share data)

(unaudited)

Fiscal Year Ended June 30,

2026 2025

Revenue $ 678.9 $ 696.2

Gross Margin 22.3 % 23.1 %

Operating Loss $ (43.2) $ (28.4)

Net Loss $ (42.3) $ (97.0)

Net Loss Per Share - Diluted

$ (1.41) $ (3.30)

Non-GAAP Financial Comparison

Annually

(in millions, except percentage and per share data)

(unaudited)

Fiscal Year Ended June 30,

2026 2025

Revenue $ 678.9 $ 696.2

Non-GAAP Gross Margin 23.0 % 24.2 %

Non-GAAP Operating Income (Loss) $ (16.2) $ 10.4

Non-GAAP Net Income (Loss) $ (12.9) $ 7.0

Non-GAAP Net Income (Loss) Per Share - Diluted $ (0.43) $ 0.22

The non-GAAP financial measures in the schedule above exclude the effect of share-based compensation expenses, equity method investment loss (income), impairment of long-lived assets, and income tax effect of non-GAAP adjustments for fiscal years ended June 30, 2026 and 2025, and China withholding tax related to investment in CQJV for fiscal year ended 2026, as well as amortization of purchased intangible, settlement and legal costs related to government investigation for fiscal year ended June 30, 2025. A detailed reconciliation of GAAP and non-GAAP financial measures is included at the end of this press release.

Financial Results for Fiscal Q4 Ended June 30, 2026

•Revenue was $170.4 million, a decrease of 3.5% from the same quarter last year and an increase of 4.0% quarter-over-quarter.

•GAAP gross margin was 23.1%, down from 23.4% from the same quarter last year and up from 21.1% in the prior quarter.

•Non-GAAP gross margin was 23.7%, down from 24.4% from the same quarter last year and up from 21.7% in the prior quarter.

•GAAP operating expenses were $50.3 million, down from $52.9 million from the same quarter last year and up from $48.6 million in the prior quarter.

•Non-GAAP operating expenses were $45.3 million, up from $40.9 million from the same quarter last year and up from $44.3 million from prior quarter.

•GAAP operating loss was $11.0 million, down from $11.6 million from the same quarter last year and down from $14.1 million from the prior quarter.

•Non-GAAP operating loss was $4.8 million as compared to $8.7 million from last quarter and an operating income of $2.3 million for the same quarter last year.

•GAAP net loss per share was $0.43, compared to $0.46 for the prior quarter and $2.58 per share for the same quarter last year.

•Non-GAAP net loss per share was $0.13, compared to $0.28 net loss per share for the prior quarter and $0.02 net earnings per share for the same quarter last year.

•Consolidated cash flow used in operating activities was $10.0 million, as compared to $8.3 million of consolidated cash flow used in operating activities in prior quarter.

•The Company closed the quarter with $180.8 million of cash and cash equivalents.

AOS Chief Executive Officer Stephen Chang commented, "We delivered fiscal Q4 results above the midpoint of our guidance, driven by continued strength in Advanced Computing — particularly AI and server applications — and in our Communications segment, where we are ramping new products with our Tier 1 U.S. smartphone customer. This growth more than offset ongoing softness in the traditional PC market tied to elevated memory pricing. Advanced Computing is now a clear and growing contributor to both revenue and earnings, and combined with an improving pricing environment, we expect this mix shift to support higher gross margins in the second half of calendar 2026."

Mr. Chang continued, "Despite ongoing pressure on the broader PC and smartphone markets from elevated memory pricing and supply constraints, we believe AOS is well positioned to outperform, supported by the expansion of our Advanced Computing portfolio, our differentiated total solutions strategy, and our disciplined focus on higher-value applications. As we continue investing in technology, manufacturing capacity, and targeted R&D, we believe these advantages will enable us to continue growth and improve profitability through calendar 2026 and beyond."

Business Outlook for Fiscal Q1 Ending September 30, 2026

The following statements are based on management's current expectations. These statements are forward-looking, and actual results may differ materially. AOS undertakes no obligation to update these statements.

•Revenue is expected to be $176 million plus or minus $10 million.

•GAAP gross margin is expected to be 23.8% plus or minus 1%. Non-GAAP gross margin is expected to be 24.5% plus or minus 1%.

•GAAP operating expenses are expected to be in the range of $52.5 million, plus or minus $1 million. Non-GAAP operating expenses are expected to be in the range of $46.5 million plus or minus $1 million.

•Interest income is expected to be $0.6 million higher than interest expense, and

•Tax expense is expected to be in the range of $1.1 million to $1.3 million.

Conference Call and Webcast

AOS plans to hold an investor teleconference and live webcast to discuss the financial results for the fiscal fourth quarter and the fiscal year ended June 30, 2026 today, August 12, 2026 at 2:00 p.m. PT / 5:00 p.m. ET. To listen to the live conference call, please dial +1 (585) 542 9983 or +1 (833) 461 5787 if dialing from outside the United States and Canada. The access code is 506 402 980. A live webcast of the call will also be available in the "Events & Presentations" section of the company’s investor relations website, http://investor.aosmd.com. The webcast replay will be available for up to one year after the live call on the same website. In addition, a copy of the script of management’s prepared remarks and a live webcast of the call will also be available in the "Events & Presentations" section of the company’s investor relations website, http://investor.aosmd.com.

Forward Looking Statements

This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management’s judgment, beliefs, current trends, and anticipated product performance. These forward-looking statements include, without limitation, opportunities in the Advance Computing market, market trends in the semiconductor industry, expectation on product mix and margin level, ability to gain market share and increased BOM content, seasonality of our business, our ability to sustain growth and expand our end markets, expectations regarding R&D investment and high performance application; the success of our investment strategy, macro and geopolitical uncertainties, our projected amount of revenue, gross margin, operating income (loss), income tax expenses, net income (loss), share-based compensation expenses, non-GAAP gross margin, non-GAAP operating expenses, and income tax expenses, our ability to grow our sales and market share, and other information under the section entitled “Business Outlook for Fiscal Q1 Ending September 30, 2026.” Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to, the state of semiconductor industry and seasonality of our markets; decline of PC markets; ; difficulties and challenges in executing our diversification strategy into different market segments; ordering pattern from distributors and seasonality; changes in regulatory environment, including tariff and trade policies; our ability to introduce or develop new and enhanced products that achieve market acceptance; government policies on our business operations in China; the actual product performance in volume production; the quality and reliability of our product, our lack of control over the joint venture in China; our ability to achieve design wins; the general business and economic conditions; our ability to maintain factory utilization at a desirable level; and other risks as described in our SEC filings, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2026 to be filed by AOS with the SEC and other periodic reports we filed with the SEC. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today’s date, unless otherwise stated, and AOS undertakes no duty to update such information, except as required under applicable law.

Use of Non-GAAP Financial Measures

To supplement our unaudited consolidated financial statements presented on a basis consistent with U.S. GAAP, we disclose certain non-GAAP financial measures for our historical performance, including non-GAAP gross profit, gross margin, operating expenses, operating income (loss), net income (loss), diluted earnings per share (“EPS”) and EBITDAS. These supplemental measures exclude, among other items, share-based compensation expenses, legal and professional fees related to government investigation, amortization of purchased intangible, impairment of long-lived assets, income tax effect of non-GAAP adjustments and equity method investment income (loss) from equity investee. We also disclose certain non-GAAP financial measures in our financial guidance for the next quarter, including non-GAAP gross margin and non-GAAP operating expenses. We believe that these historical and forward-looking non-GAAP financial measures provide useful information to both management and investors by excluding certain items and expenses that are not indicative of our core operating results or do not reflect our normal business operations. In addition, our management uses non-GAAP measures to compare our performance relative to forecasts and to benchmark our performance externally against competitors. Our use of non-GAAP financial measures has certain limitations in that such non-GAAP financial measures may not be directly comparable to those reported by other companies. For example, the terms used in this press release, such as non-GAAP net income (loss) or non-GAAP operating expenses, do not have a standardized meaning. Other companies may use the same or similarly

named measures, but exclude different items, which may not provide investors with a comparable view of our performance in relation to other companies. In addition, we included the amount of income tax effect of non-GAAP adjustments in the non-GAAP net income (loss) reconciliation table for all periods presented as management believes that such non-GAAP presentation provides useful information to investors, even though the amounts are not significant. We seek to compensate for the limitation of our non-GAAP presentation by providing a detailed reconciliation of the non-GAAP financial measures to the most directly comparable U.S. GAAP measures both in the text in this press release and in the tables attached hereto. Investors are encouraged to review the related U.S. GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures.

About Alpha and Omega Semiconductor

Alpha and Omega Semiconductor Limited, or AOS, is a designer, developer, and global supplier of a broad range of discrete power devices, wide bandgap 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. AOS has developed extensive intellectual property and technical knowledge that encompasses the latest advancements in the power semiconductor industry, which enables us to introduce innovative products to address the increasingly complex power requirements of advanced electronics. AOS differentiates itself by integrating its Discrete and IC semiconductor process technology, product design, and advanced packaging know-how to develop

high-performance power management solutions. AOS’ portfolio of products targets high-volume applications, including personal computers, graphics cards, datacenters, AI servers, smartphones, consumer and industrial motor controls, TVs, lightings, automotive electronics, and power supply units for various equipment. For more information, please visit www.aosmd.com.

The following unaudited consolidated financial statements are prepared in accordance with U.S. GAAP.

Investor and media inquiries:

The Blueshirt Group

Gary Dvorchak, CFA

In US +1 323 240 5796

In China +86 (138) 1079-1480

gary@blueshirtgroup.co

Steven Pelayo

The Blueshirt Group

steven@blueshirtgroup.co

+1 (360) 808-5154

Alpha and Omega Semiconductor Limited

Condensed Consolidated Statements of Operations

(in thousands, except percentages and per share amounts)

(unaudited)

Three Months Ended Fiscal Year Ended

June 30,

2026 March 31, 2026 June 30, 2025 June 30,

2026 June 30, 2025

Revenue $ 170,371 $ 163,792 $ 176,484 $ 678,927 $ 696,162

Cost of goods sold 131,026 129,262 135,194 527,383 535,158

Gross profit 39,345 34,530 41,290 151,544 161,004

Gross margin 23.1 % 21.1 % 23.4 % 22.3 % 23.1 %

Operating expenses:

Research and development 28,456 26,052 24,421 103,858 94,265

Selling, general and administrative 21,876 22,536 28,487 90,881 95,175

Total operating expenses 50,332 48,588 52,908 194,739 189,440

Operating loss (10,987) (14,058) (11,618) (43,195) (28,436)

Other income (loss), net 431 587 (952) 4,381 (1,004)

Interest income 952 990 956 3,958 4,283

Interest expenses (122) (139) (530) (775) (2,639)

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

(9,726) (12,620) (12,144) (35,631) (27,796)

Income tax expense (benefit) 3,036 1,015 (11,567) 7,468 (8,625)

Net loss before equity method investment income (loss)

(12,762) (13,635) (577) (43,099) (19,171)

Equity method investment income (loss)

(301) (152) (76,482) 834 (77,805)

Net loss $ (13,063) $ (13,787) $ (77,059) $ (42,265) $ (96,976)

Net loss per common share

Basic $ (0.43) $ (0.46) $ (2.58) $ (1.41) $ (3.30)

Diluted $ (0.43) $ (0.46) $ (2.58) $ (1.41) $ (3.30)

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

Basic 30,143 29,807 29,924 29,951 29,405

Diluted 30,143 29,807 29,924 29,951 29,405

Alpha and Omega Semiconductor Limited

Condensed Consolidated Balance Sheets

(in thousands, except par value per share)

(unaudited)

June 30, 2026 June 30, 2025

ASSETS

Current assets:

Cash and cash equivalents $ 180,771 $ 153,079

Restricted cash 654 419

Accounts receivable, net 42,798 34,772

Inventories 201,384 189,677

Other current assets 12,311 18,215

Total current assets 437,918 396,162

Property, plant and equipment, net 314,671 314,097

Operating lease right-of-use assets, net 22,271 21,288

Intangible assets, net 1,347 269

Equity method investment 142,658 279,122

Deferred income tax assets 8,630 599

Other long-term assets 36,060 22,766

Total assets $ 963,555 $ 1,034,303

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable $ 46,951 $ 60,044

Accrued liabilities 57,677 59,027

Payable related to equity investee, net 8,694 15,809

Income taxes payable 2,849 1,790

Short-term debt 3,094 11,852

Deferred revenue 726 —

Finance lease liabilities 1,085 1,007

Operating lease liabilities 6,290 4,978

Total current liabilities 127,366 154,507

Long-term debt 537 14,872

Income taxes payable - long-term 4,776 4,201

Deferred income tax liabilities 11,936 13,192

Finance lease liabilities - long-term 189 1,274

Operating lease liabilities - long-term 16,787 16,925

Other long-term liabilities 4,063 7,000

Total liabilities 165,654 211,971

Commitments and contingencies

Shareholders' Equity:

Preferred shares, par value $0.002 per share:

Authorized: 10,000 shares; issued and outstanding: none at June 30, 2026 and 2025

— —

Common shares, par value $0.002 per share:

Authorized: 100,000 shares; issued and outstanding: 38,294 shares and 30,253 shares, respectively at June 30, 2026 and 37,127 shares and 30,009 shares, respectively at June 30, 2025

77 74

Treasury shares at cost; 8,041 shares at June 30, 2026 and 7,118 shares at June 30, 2025

(97,097) (79,058)

Additional paid-in capital 406,933 379,779

Accumulated other comprehensive loss (3,526) (12,390)

Retained earnings 491,514 533,927

Total shareholders' equity 797,901 822,332

Total liabilities and shareholders' equity $ 963,555 $ 1,034,303

Alpha and Omega Semiconductor Limited

Selected Cash Flow Information

(in thousands)

(unaudited)

Fiscal Year Ended June 30,

2026 2025

Net cash (used in) provided by operating activities $ (16,320) $ 29,668

Net cash provided by (used in) investing activities 86,100 (36,441)

Net cash used in financing activities (41,805) (15,496)

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

Net increase (decrease) in cash, cash equivalents and restricted cash 27,927 (22,042)

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

Cash, cash equivalents and restricted cash at end of year $ 181,425 $ 153,498

Alpha and Omega Semiconductor Limited

Reconciliation of Condensed Consolidated GAAP Financial Measures to Non-GAAP Financial Measures

(in thousands, except percentages and per share data)

(unaudited)

Three Months Ended

Fiscal Year Ended

June 30,

2026 March 31,

2026 June 30,

2025 June 30,

2026 June 30,

2025

GAAP gross profit $ 39,345 $ 34,530 $ 41,290 $ 151,544 $ 161,004

Share-based compensation 1,101 1,071 1,039 4,469 4,224

Amortization of purchased intangible — — 811 — 3,247

Non-GAAP gross profit $ 40,446 $ 35,601 $ 43,140 $ 156,013 $ 168,475

Non-GAAP gross margin as a % of revenue 23.7 % 21.7 % 24.4 % 23.0 % 24.2 %

GAAP operating expense $ 50,332 $ 48,588 $ 52,908 $ 194,739 $ 189,440

Share-based compensation 5,071 4,030 6,542 22,209 25,345

Settlement and legal costs related to government investigation

— — 4,461 — 4,977

Impairment of long-lived assets — 257 1,045 327 1,045

Non-GAAP operating expense $ 45,261 $ 44,301 $ 40,860 $ 172,203 $ 158,073

GAAP operating loss $ (10,987) $ (14,058) $ (11,618) $ (43,195) $ (28,436)

Share-based compensation 6,172 5,101 7,581 26,678 29,569

Amortization of purchased intangible — — 811 — 3,247

Settlement and legal costs related to government investigation

— — 4,461 — 4,977

Impairment of long-lived assets — 257 1,045 327 1,045

Non-GAAP operating income (loss) $ (4,815) $ (8,700) $ 2,280 $ (16,190) $ 10,402

Non-GAAP operating margin as a % of revenue (2.8) % (5.3) % 1.3 % (2.4) % 1.5 %

GAAP net loss $ (13,063) $ (13,787) $ (77,059) $ (42,265) $ (96,976)

Share-based compensation 6,172 5,101 7,581 26,678 29,569

Amortization of purchased intangible — — 811 — 3,247

Equity method investment loss (income) 301 152 76,482 (834) 77,805

Settlement and legal costs related to government investigation

— — 4,461 — 4,977

Impairment of long-lived assets — 257 1,045 327 1,045

China withholding tax related to investment in CQJV 2,550 — — 2,550 —

Income tax effect of non-GAAP adjustments 7 (21) (12,584) 660 (12,670)

Non-GAAP net income (loss) $ (4,033) $ (8,298) $ 737 $ (12,884) $ 6,997

Non-GAAP net margin as a % of revenue (2.4) % (5.1) % 0.4 % (1.9) % 1.0 %

GAAP net loss $ (13,063) $ (13,787) $ (77,059) $ (42,265) $ (96,976)

Share-based compensation 6,172 5,101 7,581 26,678 29,569

Amortization and depreciation 14,488 14,291 15,447 57,251 62,396

Equity method investment loss (income) 301 152 76,482 (834) 78,310

Interest income (952) (990) (956) (3,958) (4,283)

Interest expense 122 139 530 775 2,639

Income tax expense (benefit) 3,036 1,015 (11,567) 7,468 (8,625)

EBITDAS $ 10,104 $ 5,921 $ 10,458 $ 45,115 $ 63,030

GAAP diluted net loss per share $ (0.43) $ (0.46) $ (2.49) $ (1.41) $ (3.10)

Share-based compensation 0.20 0.17 0.25 0.89 0.95

Amortization of purchased intangible — — 0.03 — 0.10

Equity method investment loss (income) 0.01 0.00 2.47 (0.03) 2.49

Settlement and legal costs related to government investigation

— — 0.14 — 0.16

China withholding tax related to investment in CQJV 0.09 — — 0.09 —

Impairment of long-lived assets — 0.01 0.03 0.01 0.03

Income tax effect of non-GAAP adjustments 0.00 (0.00) (0.41) 0.02 (0.41)

Non-GAAP diluted net income (loss) per share $ (0.13) $ (0.28) $ 0.02 $ (0.43) $ 0.22

Weighted average number of common shares used to compute GAAP diluted net income (loss) per share 30,143 29,807 29,924 29,951 29,405

Weighted average number of common shares used to compute Non-GAAP diluted net income (loss) per share 30,143 29,807 31,009 29,951 31,239

Alpha and Omega Semiconductor Limited

Reconciliation of GAAP to Non-GAAP Outlook

For Fiscal Q1 Ending September 30, 2026

(in millions, except percentages)

GAAP gross margin 23.8 %

Estimated impact of share-based compensation expense 0.7 %

Non-GAAP gross margin 24.5 %

GAAP operating expenses $ 52.5

Estimated stock-based compensation expense (6.0)

Non-GAAP operating expenses $ 46.5

EX-99.2

Filename: exhibit992earningreleaseju.htm · Sequence: 3

Document

Exhibit 99.2

Alpha and Omega Semiconductor Limited

Prepared Remarks for the Investor Conference Call

for the Quarter Ended June 30, 2026

August 12, 2026

Steven Pelayo

Good afternoon, everyone, and welcome to Alpha and Omega Semiconductor’s conference call to discuss fiscal 2026 fourth quarter financial results. I am Steven Pelayo, Investor Relations representative for AOS. With me today are Stephen Chang, our CEO, and Yifan Liang, our CFO. This call is being recorded and broadcast live over the Web. A replay will be available for seven days following the call via the link in the Investor Relations section of our website.

Our call will proceed as follows today. Stephen will begin business updates including strategic highlights, and a detailed segment report. After that, Yifan will review the financial results and provide guidance for the September quarter. Finally, we will have the Q&A session.

The earnings release was distributed over wire today, August 12, 2026, after the market close. The release is also posted on the company's website. Our earnings release and this presentation include non-GAAP financial measures. We use non-GAAP measures because we believe they provide useful information about our operating performance that should be considered by investors in conjunction with the GAAP measures. A reconciliation of these non-GAAP measures to comparable GAAP measures is included in the earnings release.

We remind you that during this conference call, we will make certain forward-looking statements, including discussions of the business outlook and financial projections. These forward-looking statements are based on management's current expectations and involve risks and uncertainties that could cause our actual results to differ materially. For a more detailed description of these risks and uncertainties, please refer to our recent and subsequent filings with the SEC. We assume no obligations to update the information provided in today's call.

Now, I will turn the call over to our CEO, Stephen Chang. Stephen?

Stephen Chang (Chief Executive Officer)

Thank you, Steven. Welcome to Alpha and Omega’s fiscal 2026 Q4 earnings call. I will begin with a high-level overview of our results and then jump into segment details.

We delivered fiscal Q4 revenue results above the midpoint of our guidance. Total June quarter revenue was $170.4 million, down 3.5% year-over-year, and up 4.0% sequentially. Non-GAAP gross margin was 23.7%. Non-GAAP EPS was a loss of $0.13 per share. As anticipated, strength in Advanced Computing — particularly AI and server applications — and in the Communications segment offset softness in the traditional PC market, driven by higher memory costs, and in Gaming within the Consumer segment.

Advanced Computing continues to be the strongest part of our business and provides clear evidence that our long-term strategy is delivering results. As our portfolio expands into higher-performance applications, we are increasing content per platform, broadening customer adoption, and strengthening our competitive position in AI infrastructure. To support this opportunity, we continue expanding our medium-voltage manufacturing capacity while increasing targeted R&D investments.

With that, let me now cover our Q2 segment results and provide more details.

Starting with Computing. June quarter revenue was down 8.6% year-over-year, and up 5.6% sequentially and represented about 49.8% of total revenue. The segment results came in at the high-end of our guidance for a low-to-mid single-digit sequential increase driven by strength in Advanced Computing, which increased 35% sequentially and represented a record high 31% of the Computing segment in the June quarter. The strength in Advanced Computing was driven by AI, server, workstation and cloud applications, while declines in PCs, tablets and graphics cards offset and impacted the overall segment result.

Demand for our medium-voltage MOSFET portfolio continues to expand across AI and cloud infrastructure, with growing engagement from power supply providers, module makers, leading ODMs, cloud service providers and hyperscale customers. Customer engagement and design activity continue to expand in these areas, and we expect these products to contribute more meaningfully during the second half of 2026 and into 2027.

Looking ahead to the September quarter, we expect Advanced Computing revenue to grow by more than 40% sequentially, driven by continued strength across AI servers, graphics cards, and other high-performance computing platforms. Our AI and server business alone is expected to increase more than 60% sequentially and represent the majority of our Advanced Computing business. This growth is expected to more than offset the well-publicized weakness in traditional PC applications caused by memory chip constraints, resulting in flattish sequential growth for the overall Computing segment. More importantly, Advanced Computing is expected to exceed 40% of Computing segment revenue, and approach 20% of total company revenue, another important step in shifting our product mix toward higher-value applications with richer product content and stronger profitability.

Turning to the Consumer segment, June quarter revenue was down 21.3% year-over-year and up 8.0% sequentially and represented 12.3% of total revenue. The sequential results were better than our expectations for a relatively flattish quarter, with broad-based quarter-on-quarter growth across Gaming,

Wearables, and Home Appliances. The year-over-year decline primarily reflects lower Gaming revenue as the current console product cycle nears maturity.

For the September quarter, we expect Consumer segment revenue to decline approximately 25% sequentially, primarily reflecting lower revenue in Home Appliances, Wearables, and Gaming.

Next, let’s discuss the Communications segment, June quarter revenue was up 22.3% year-over-year and down 2.3% sequentially and represented 19.3% of total revenue.

The results were in line with our expectations for a slight sequential decline, as seasonally lower battery PCM shipments ahead of new smartphone model transitions were largely offset by strong growth in DC-DC modules and networking applications.

For the September quarter, we are ramping new products with our Tier One U.S. smartphone customer, and we continue to benefit from our strong position in premium smartphone platforms, where our differentiated battery protection solutions and support for higher charging currents are increasing BOM content and driving greater value per device. Outside of the premium tier, market conditions remain more challenging, as elevated memory pricing and supply constraints are pushing some OEMs toward lower-performance components in certain platforms. We remain disciplined in managing our product mix, prioritizing higher-performance sockets and premium smartphone platforms where our technology and content opportunities are greatest. As a result, we expect Communications segment revenue to increase approximately 10% sequentially.

Now, let’s talk about our last segment, Power Supply and Industrial, which accounted for 17.6% of total revenue and was up 1.4% year-over-year and up 5.2% sequentially. Overall, the results were in line with expectations for mid-single digit sequential growth, driven by sequential and year-over-year growth in E-Mobility, as well as DC Fans tied to AI server demand. This was partially offset by sequential and year-over-year declines in Quick Chargers and AC-DC power supplies.

Looking ahead to the September quarter, we see stronger demand for Power Tools and continued momentum in DC fans supporting AI server rack applications. We also expect Quick Chargers and AC-DC power supplies to increase sequentially. While demand trends continue to vary across end markets, we remain encouraged by the expanding tangential opportunities in AI infrastructure and the improving demand environment across several industrial applications. All together, we expect Power Supply and Industrial revenue to increase nearly 30% sequentially.

In closing, we are encouraged by the continued progress of our strategic transformation, even as conditions remain uneven across several end markets. Advanced Computing is now a clear and growing contributor to both revenue and earnings, reinforcing the long-term direction of the business. That mix shift – combined with an improving pricing environment – is expected to support higher gross margins in the second half of calendar 2026, demonstrating the benefits of the strategic investments we have made over the past several years.

Despite ongoing pressure on the broader PC and smartphone markets from elevated memory pricing and supply constraints, we believe our Computing and Communications businesses are outperforming their respective end markets, supported by our expanding Advanced Computing portfolio, total solutions strategy, and disciplined focus on premium smartphone platforms with our Tier One U.S. customer.

We are expanding manufacturing capacity in key product areas, increasing targeted R&D investments for next-generation AI infrastructure, and building a growing pipeline of new products across AI-related workloads. We believe this combination - a broader product portfolio, increasing content per platform, and continued investment in technology - positions AOS to deliver stronger, more profitable, and more sustainable long-term growth.

I also want to address a recent event that is affecting our near-term outlook. A couple days ago, Shanghai experienced Typhoon Dolphin and flooding that impacted portions of our packaging operations. We expect a slight impact to the September quarter. Our teams are moving quickly to restore affected capacity, minimize customer disruption, and position us to recover as much of the delayed business as possible in the coming quarters.

With that, I will now turn the call over to Yifan for a discussion of our fiscal fourth quarter financial results and our outlook for the next quarter. Yifan?

Yifan Liang (Chief Financial Officer)

Thank you, Stephen. Good afternoon, everyone and thank you for joining us.

Revenue for the June quarter was $170.4 million, up 4.0% sequentially and down 3.5% year-over-year.

In terms of product mix, DMOS revenue was $113.2 million, down 1.6% sequentially and up 5.6% over last year. Power IC revenue was $55.5 million, up 18.2% from the prior quarter and down 19.3% from a year ago. Assembly service and other revenue was $1.7 million, as compared to $1.9 million last quarter and $0.5 million for the same quarter last year.

Non-GAAP gross margin was 23.7%, compared to 21.7% last quarter and 24.4% a year ago. The quarter-over-quarter increase was mainly impacted by better mix and higher utilization.

Non-GAAP operating expenses were $45.3 million, compared to $44.3 million for the prior quarter and $40.9 million last year. The quarter-over-quarter increase was mainly due to higher R&D expenses.

Non-GAAP quarterly EPS was $0.13 loss, compared to $0.28 loss per share last quarter and $0.02 earnings per share a year ago.

Moving on to cash flow. Operating cash flow was negative $10.0 million, compared to negative $8.3 million in the prior quarter and negative $2.8 million last year. EBITDAS excluding equity method

investment income/loss was $10.1 million for the quarter, compared to $5.9 million last quarter and $10.5 million for the same quarter a year ago.

Now let me turn to our balance sheet.

We completed the June quarter with a cash balance of $180.8 million, compared to $190.3 million at the end of last quarter. During the quarter, we received the last $15 million installment payment and completed the $150 million sale of our joint venture equity.

Net trade receivables increased by $4.5 million sequentially. Days Sales Outstanding were 23 days for the quarter, compared to 20 days for the prior quarter.

Net inventory increased by $2.3 million quarter-over-quarter. Average days in inventory were 138 days for the quarter, compared to 139 days for the prior quarter.

CapEx for the quarter was $14.9 million, compared to $12.1 million for the prior quarter. We expect CapEx for the September quarter to range from $15 million to $17 million.

With that, now I would like to discuss September quarter guidance.

We expect:

•Revenue to be approximately $176 million, plus or minus $10.0 million.

•GAAP gross margin to be 23.8%, plus or minus 1%. We anticipate non-GAAP gross margin to be 24.5%, plus or minus 1%.

•GAAP operating expenses to be $52.5 million, plus or minus $1.0 million. Non-GAAP operating expenses are expected to be $46.5 million, plus or minus $1.0 million.

•Interest income to be $0.6 million higher than interest expense, and

•Income tax expense to be in the range of $1.1 million to $1.3 million.

With that, we will now open the call for questions. Operator, please start the Q&A session.

Closing:

Before we conclude, I’d like to highlight a few upcoming investor events. The management team will be participating in:

•7th Annual Needham Virtual Semiconductor & SemiCap 1x1 Conference on August 20;

•Jefferies Semis, IT Hardware & Comm Tech Summit on August 26 in Chicago, IL; and

•Benchmark 2026 Tech, Media & Telecom Conference on September 10 in New York, NY.

If you wish to request a meeting, please contact the institutional sales representative at the sponsoring bank.

This concludes our earnings call today. Thank you for your interest in AOS, and we look forward to speaking with you again next quarter.

Special Notes Regarding Forward Looking Statements

This script contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management's judgment, beliefs, current trends, and anticipated product performance. These forward looking statements include, without limitation, statements relating to projected amount of revenues, gross margin, operating expenses, operating income, tax expenses, net income, noncontrolling interest, share-based compensation expenses and other financial forecasts, expected financial performance of market segments; our ability to capture market shares and increase BOM content; our ability to achieve growth in 2026 and 2027; expected seasonality and industry forecast; expected growth of Advance Computing market; business opportunities in A.I. and data centers; our expectations with respect to R&D investment and business strategy; our ability and strategy to develop new products; fluctuation in customer demand and market segments; relationship with key customers; and other information regarding the future development of our business. Forward looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to, the state of semiconductor industry and seasonality of our markets; decline of the PC industry and our ability to respond to such decline; difficulties and challenges in executing our diversification strategy into different market segments; ordering pattern and seasonality; our ability to introduce or develop new and enhanced products that achieve market acceptance; the actual product performance in volume production, the quality and reliability of our product, our ability to achieve design wins, the general business and economic conditions, our ability to maintain factory utilization at a desirable level; and other risks as described in our SEC filings, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2026 and other periodic reports filed by AOS. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today's date, unless otherwise stated, and AOS undertakes no duty to update such information, except as required under applicable law.

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