Diodes (NASDAQ: DIOD) posts 13% 2025 growth, guides Q1 up 19%
Rhea-AI Filing Summary
Diodes Incorporated reported strong fourth quarter and full-year 2025 results, highlighted by solid growth and continued profitability. Q4 revenue was $391.6 million, up from $339.3 million a year earlier, with GAAP EPS of $0.22 and non-GAAP EPS of $0.34. EBITDA reached $41.9 million, or 10.7% of revenue, and Q4 cash flow from operations was $38.1 million.
For 2025, revenue rose to $1.48 billion, a 13% increase, while cash flow from operations climbed to $215.5 million, up 80%, driving free cash flow of $137.2 million. The company ended the year with $382 million in cash and short-term investments and total debt of $56 million.
Management emphasized especially strong growth in computing, automotive, and industrial markets, including record automotive revenue at 20% of Q4 sales. For Q1 2026, Diodes expects revenue of about $395 million, roughly 19% year-over-year growth, with GAAP gross margin around 31.5% and an expected tax rate of 18.5%.
Positive
- Robust top-line growth: Q4 2025 revenue reached $391.6 million, up 15% year-over-year, and full-year revenue increased 13% to $1.48 billion, the highest annual growth rate since 2021.
- Strong cash generation and balance sheet: 2025 cash flow from operations rose 80% to $215.5 million, free cash flow totaled $137.2 million, and year-end cash and short-term investments were $382 million versus total debt of $56 million.
- High-growth end-market mix: Automotive revenue reached a record 20% of Q4 sales, with 24% year-over-year growth in that segment, and computing revenue grew 25% for the full year driven by AI server-related demand.
- Confident near-term outlook: Q1 2026 guidance targets approximately $395 million in revenue, implying about 19% year-over-year growth, with GAAP gross margin around 31.5% and a clearly framed non-GAAP operating expense range.
Negative
- Margin and earnings pressure versus peak levels: Q4 2025 GAAP gross margin of 31.1% was below the 32.7% level a year earlier, and non-GAAP adjusted net income of $15.7 million and non-GAAP EPS of $0.34 declined sequentially from the prior quarter.
Insights
Diodes posts double-digit growth, strong cash generation, and bullish 2026 guidance.
Diodes Incorporated delivered Q4 2025 revenue of
Profitability remains solid, though mixed. Q4 GAAP gross margin was
Guidance for Q1
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): |
(Exact name of Registrant as Specified in Its Charter)
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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.
On February 10, 2026, Diodes Incorporated (the “Company”) issued a press release announcing its fourth quarter and fiscal year ended December 31, 2025 financial results. A copy of the press release is furnished as Exhibit 99.1.
In the press release, the Company utilizes financial measures and terms not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) in order to provide investors with an alternative method for assessing the Company’s operating results in a manner that enables investors to more thoroughly evaluate its current performance as compared to past performance. The Company also believes these non-GAAP measures provide investors with a more informed baseline for modeling the Company’s future financial performance. Management uses these non-GAAP measures for the same purpose. The Company believes that investors should have access to the same set of tools that management uses in analyzing results. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results and may differ from similar measures used by other companies. See Exhibit 99.1 for a description and reconciliation with GAAP of the non-GAAP measures used.
The information furnished in this Item 2.02, including the exhibit incorporated by reference, will not be treated as “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 that section. This information will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this Report.
Item 7.01 Regulation FD Disclosure.
The press release furnished as Exhibit 99.1 also provides an update on the Company’s business outlook, that is intended to be within the safe harbor provided by the Private Securities Litigation Reform Act of 1995 (the “Act”) as comprising forward looking statements within the meaning of the Act.
The information furnished in this Item 7.01, including the exhibit incorporated by reference, will not be treated as “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. This information will not be deemed incorporated by reference into any filing under the Securities Act, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this Report.
Item 8.01 Other Events.
From time to time, Diodes Incorporated (the “Company”) may give corporate presentations to its customers, suppliers and other related interested parties. Copies of the Company’s corporate presentation slides, updated on February 10, 2026, are attached herewith as Exhibit 99.2 and Exhibit 99.3. Exhibit 99.2 provides an update focused on the Company's fourth quarter and fiscal 2025 financial results and Exhibit 99.3 is used in the Company's investor relations presentations.
Forward-Looking Statements
Statements in this Current Report on Form 8-K (including in the documents attached as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 contain forward-looking statements that involve future risks and uncertainties as contemplated by the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this Current Report on Form 8-K (including the documents attached as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 should be regarded as “forward-looking statements” and Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 contain a more detailed listing of the risks and uncertainties associated with those forward-looking statements. Diodes undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description |
99.1 |
Press release dated February 10, 2026. |
99.2 |
Fourth Quarter 2025 Financial Results. |
99.3 |
Corporate slides for investor relations presentation. |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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DIODES INCORPORATED |
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Date: |
February 10, 2026 |
By: |
/s/Brett R. Whitmire |
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Brett R. Whitmire |
Exhibit 99.1
Diodes Incorporated Reports Fourth Quarter Fiscal 2025 Financial Results
4Q Revenue at High-End of Guidance, Increasing 15.4% YoY;
Achieves 13% Growth for the Full Year 2025
Plano, Texas – February 10, 2026 -- Diodes Incorporated (Diodes) (Nasdaq: DIOD) today reported its financial results for the fourth quarter ended December 31, 2025.
Fourth Quarter Highlights
Commenting on the results, Gary Yu, President and CEO of Diodes, stated, “We ended 2025 with fourth quarter revenue growing 15% year-over-year and 13% for the full year, which is the highest level of annual growth since 2021. Additionally, this quarter represented the fourth consecutive quarter of double-digit growth year-over-year, further highlighting the success of Diodes’ design win initiatives and content expansion over the past year. We have continued to see demand improvements across all target markets and geographies, with the most significant growth for the full year driven by a 25% increase in the computing market primarily for AI server-related applications as well as double-digit increases in our automotive and industrial end markets. More recently, we have been strategically supporting key customers on new opportunities and orders specifically in the automotive and communications markets, while also further extending our design-in momentum across all end markets.
“Also during the quarter, we began to realize initial improvements in gross margin as product mix benefited from growth in the automotive market, which increased 6% sequentially and 24% year-over-year. We also remain focused on increasing manufacturing efficiencies and minimizing underloading costs over the next few quarters to further drive future margin expansion. As we look to the coming quarter, we anticipate extending our success by delivering above-seasonal revenue results and our fifth consecutive quarter of double-digit year-over-year growth.”
Fourth Quarter 2025
Revenue for fourth quarter 2025 was $391.6 million, compared to $339.3 million in the fourth quarter 2024 and $392.2 million in the prior quarter.
GAAP gross profit for the fourth quarter 2025 was $121.9 million, or 31.1 percent of revenue, compared to $110.9 million, or 32.7 percent of revenue, in the fourth quarter 2024 and $120.5 million, or 30.7 percent of revenue, in the prior quarter.
GAAP operating expenses for fourth quarter 2025 were $108.7 million, or 27.8 percent of revenue, and on a non-GAAP basis were $104.0 million, or 26.6 percent of revenue, which excludes $4.7 million acquisition-related intangible asset cost. GAAP operating expenses in the fourth quarter 2024 were $99.0 million, or 29.2 percent of revenue and $108.9 million, or 27.8 percent of revenue, in the third quarter 2025.
Fourth quarter 2025 GAAP net income was $10.2 million, or $0.22 per diluted share, compared to GAAP net income in the fourth quarter 2024 of $8.2 million, or $0.18 per diluted share and GAAP net income in the prior quarter of $14.3 million, or $0.31 per diluted share.
Fourth quarter 2025 non-GAAP adjusted net income was $15.7 million, or $0.34 per diluted share, which excluded, net of tax, $3.9 million of acquisition-related intangible asset amortization cost and $1.6 million of loss on investments. This compares to non-GAAP adjusted net income of $12.5 million, or $0.27 per diluted share, in the fourth quarter 2024 and $17.2 million, or $0.37 per diluted share, in the prior quarter.
The following is an unaudited summary reconciliation of GAAP net income to non-GAAP adjusted net income and per share data, net of tax (in thousands, except per share data):
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Three Months Ended |
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December 31, 2025 |
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GAAP net income |
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$ |
10,202 |
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Diluted earnings per share (per-GAAP) |
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$ |
0.22 |
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Adjustments to reconcile net income to non-GAAP net income: |
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Amortization of acquisition-related intangible assets |
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3,872 |
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Gain/Loss on Investments |
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1,604 |
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Non-GAAP adjusted net income |
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$ |
15,678 |
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Non-GAAP diluted earnings per share |
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$ |
0.34 |
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Note: Throughout this release, we refer to “net income/loss attributable to common stockholders” as “net income/loss.”
(See the reconciliation tables of GAAP net income to non-GAAP adjusted net income near the end of this release for further details.)
Included in fourth quarter 2025 GAAP and non-GAAP adjusted net income was approximately $5.3 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, GAAP earnings per share (“EPS”) and non-GAAP adjusted EPS would
have increased by $0.12 per share for the fourth quarter 2025, compared to $0.11 for the fourth quarter 2024 and $0.12 per share in the prior quarter.
EBITDA (a non-GAAP measure), which represents earnings before net interest expense, income tax, depreciation and amortization, in the fourth quarter 2025 was $41.9 million, or 10.7 percent of revenue, compared to $40.7 million, or 12.0 percent of revenue, in the fourth quarter 2024 and $46.6 million, or 11.9 percent of revenue, in the prior quarter. For a reconciliation of GAAP net income to EBITDA, see the table near the end of this release for further details.
For the fourth quarter 2025, net cash provided by operating activities was $38.1 million. Net cash flow was negative $9.7 million, including $23.8 million for the stock buyback program. Free cash flow (a non-GAAP measure) was $12.4 million, which includes $25.7 million of capital expenditures.
Balance Sheet
As of December 31, 2025, the Company had approximately $382 million in cash and cash equivalents, restricted cash, and short-term investments. Total debt (including long-term and short-term) amounted to approximately $56 million and working capital was approximately $879 million.
The results announced today are preliminary and unaudited, as they are subject to the Company finalizing its closing procedures and completion of the quarterly review by its independent registered public accounting firm. As such, these results are subject to revision until the Company files its Form 10-K for the year ending December 31, 2025.
Business Outlook
Gary Yu further commented, “For the first quarter of 2026, we expect revenue to be approximately $395 million, plus or minus 3 percent, representing a 19 percent increase year-over-year and a slight increase sequentially at the mid-point, which is significantly better than typical seasonality. GAAP gross margin is expected to be 31.5 percent, plus or minus 1 percent. Non-GAAP operating expenses, which are GAAP operating expenses adjusted for amortization of acquisition-related intangible assets, are expected to be approximately 26.5 percent of revenue, plus or minus 1 percent. We expect net interest income to be approximately $1.0 million. Our income tax rate is expected to be 18.5 percent, plus or minus 3 percent, and shares used to calculate diluted EPS for the first quarter are anticipated to be approximately 46.4 million.”
Amortization of acquisition-related intangible assets of $3.9 million, after tax, for previous acquisitions is not included in these non-GAAP estimates.
Conference Call
Diodes will host a conference call on Tuesday, February 10, 2026 at 4:00 p.m. Central Time (5:00 p.m. Eastern Time) to discuss its fourth quarter financial results. Investors and analysts may join the conference call by dialing 1-833-634-2590; international callers may join the teleconference by dialing +1-412-317-6038. A telephone replay of the call will be made available approximately two hours after the call and will remain available until February 17, 2026 at midnight Central Time. The replay number is 1-855-669-9658 with an access code of 3870183 followed by the # key. International callers should dial +1-412-317-0088 and enter the same pass code at the prompt followed by the # key.
Additionally, this conference call will be broadcast live over the Internet and can be accessed by all interested parties on the Investor Relations section of the Company’s website. To listen to the live call, please go to the investors’ section of Diodes’ website and click on the conference call link at least 15 minutes prior to the start of the call to register, download and install any necessary audio software. For those unable to participate during the live broadcast, a replay will be available shortly after the call on Diodes' website for approximately 90 days.
About Diodes Incorporated
Diodes Incorporated (Nasdaq: DIOD), delivers high-quality semiconductor products to the world’s leading companies in the automotive, industrial, computing, consumer electronics, and communications markets. We leverage our expanded product portfolio of analog and power solutions combined with a flexible hybrid manufacturing model that meet customers’ needs. Our broad range of application-specific products, delivered through a total solutions sales approach and supported by global operations including engineering, testing, manufacturing, and customer service, enable us to be a premier provider for high-growth markets. For more information, visit www.diodes.com.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Any statements set forth above that are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such statements include statements containing forward-looking words such as “expect,” “anticipate,” “aim,” “estimate,” and variations thereof, including without limitation statements, whether direct or implied, regarding expectations of that for the first quarter of 2026, we expect revenue to be approximately $395 million plus or minus 3 percent; we expect GAAP gross margin to be 31.5 percent, plus or minus 1 percent; non-GAAP operating expenses, which are GAAP operating expenses adjusted for amortization of acquisition-related intangible assets, are expected to be approximately 26.5 percent of revenue, plus or minus 1 percent; we expect net interest income to be approximately $1.0 million; we expect our income tax rate to be 18.5 percent, plus or minus 3 percent; shares used to calculate diluted EPS for the first quarter are anticipated to be approximately 46.4 million. Potential risks and uncertainties include, but are not limited to, such factors as: the risk that such expectations may not be met; the risk that the expected benefits of acquisitions may not be realized or that integration of acquired businesses may not continue as rapidly as we anticipate; the risk that we may not be able to maintain our current growth strategy or continue to maintain our current performance, costs, and loadings in our manufacturing facilities; the risk that we may not be able to increase our automotive, industrial, or other revenue and market share; risks of domestic and foreign operations, including excessive operating costs, labor shortages, higher tax rates, and our joint venture prospects; the risks of cyclical downturns in the semiconductor industry and of changes in end-market demand or product mix that may affect gross margin or render inventory obsolete; the risk of unfavorable currency exchange rates; the risk that our future outlook or guidance may be incorrect; the risks of global economic weakness or instability in global financial markets; the risks of trade restrictions, tariffs, or embargoes; the risk of breaches of our information technology systems; and other information, including the “Risk Factors” detailed from time to time in Diodes’ filings with the United States Securities and Exchange Commission.
The Diodes logo is a registered trademark of Diodes Incorporated in the United States and other countries.
© 2026 Diodes Incorporated. All Rights Reserved.
Company Contact: |
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Investor Relations Contact: |
Diodes Incorporated |
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Shelton Group |
Gurmeet Dhaliwal |
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Leanne Sievers |
Vice President, Corporate Marketing & IR |
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President, Investor Relations |
P: 408-232-9003 |
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P: 949-224-3874 |
E: Gurmeet_Dhaliwal@diodes.com |
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E: lsievers@sheltongroup.com |
DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
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Three Months Ended |
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Twelve Months Ended |
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December 31, |
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December 31, |
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2025 |
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2024 |
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2025 |
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2024 |
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Net sales |
$ |
391,578 |
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$ |
339,298 |
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$ |
1,482,073 |
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$ |
1,311,120 |
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Cost of goods sold |
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269,648 |
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228,414 |
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1,019,637 |
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875,258 |
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Gross profit |
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121,930 |
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110,884 |
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462,436 |
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435,862 |
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Operating expenses |
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Selling, general and administrative |
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62,939 |
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62,323 |
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241,606 |
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233,913 |
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Research and development |
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41,150 |
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33,207 |
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162,175 |
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134,051 |
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Amortization of acquisition-related intangible assets |
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4,714 |
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5,002 |
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22,227 |
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16,499 |
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Loss (Gain) on disposal of fixed assets |
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(128 |
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(2,116 |
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572 |
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(7,641 |
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Restructuring charge |
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51 |
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552 |
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394 |
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8,591 |
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Other operating expense (income) |
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(1 |
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(1 |
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- |
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(1 |
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Total operating expense |
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108,725 |
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98,967 |
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426,974 |
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385,412 |
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Income from operations |
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13,205 |
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11,917 |
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35,462 |
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50,450 |
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Other income (expense) |
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Interest income |
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6,980 |
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4,920 |
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28,304 |
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18,303 |
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Interest expense |
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(1,300 |
) |
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(494 |
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(2,776 |
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(2,334 |
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Foreign currency (loss) gain, net |
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(2,875 |
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(3,656 |
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(12,818 |
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(6,308 |
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Unrealized gain on investments |
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557 |
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(1,631 |
) |
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28,561 |
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(321 |
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Impairment of equity investment |
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- |
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- |
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(5,817 |
) |
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- |
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Gain on disposal of subsidiary |
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- |
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- |
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13,730 |
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- |
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Other income (expense) |
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(2,096 |
) |
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1,214 |
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(687 |
) |
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2,892 |
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Total other income (expense) |
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1,266 |
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353 |
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48,497 |
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12,232 |
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Income before income taxes and noncontrolling interest |
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14,471 |
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12,270 |
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83,959 |
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62,682 |
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Income tax provision |
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2,151 |
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2,041 |
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14,789 |
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11,840 |
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Net income |
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12,320 |
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10,229 |
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69,170 |
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50,842 |
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Less net income attributable to noncontrolling interest |
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(2,118 |
) |
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(1,988 |
) |
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(3,029 |
) |
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(6,818 |
) |
Net income attributable to common stockholders |
$ |
10,202 |
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$ |
8,241 |
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$ |
66,141 |
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$ |
44,024 |
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Earnings per share attributable to common stockholders: |
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Basic |
$ |
0.22 |
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$ |
0.18 |
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$ |
1.43 |
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$ |
0.95 |
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Diluted |
$ |
0.22 |
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$ |
0.18 |
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$ |
1.43 |
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$ |
0.95 |
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Number of shares used in earnings per share computation: |
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Basic |
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46,208 |
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46,333 |
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46,340 |
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46,208 |
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Diluted |
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46,251 |
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46,397 |
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46,414 |
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46,408 |
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Note: Throughout this release, we refer to “net income attributable to common stockholders” as “net income.”
DIODES INCORPORATED AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME
(in thousands, except per share data)
(unaudited)
For the three months ended December 31, 2025:
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Operating Expenses |
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Other (Income) Expense |
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Income Tax Provision |
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Net Income |
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Per-GAAP net income |
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$ |
10,202 |
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Diluted earnings per share (per-GAAP) |
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$ |
0.22 |
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Adjustments to reconcile net income to non-GAAP net income: |
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Amortization of acquisition-related intangible assets |
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4,714 |
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(842 |
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3,872 |
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|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain/Loss on Investments |
|
|
|
|
|
|
|
2,175 |
|
|
|
(571 |
) |
|
|
1,604 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-GAAP adjusted net income |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
15,678 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted shares used in computing earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
46,251 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-GAAP diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.34 |
|
|||
Note: Included in GAAP net income and non-GAAP adjusted net income was approximately $5.3 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and non-GAAP diluted earnings per share would have improved by $0.12 per share.
DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME – Cont.
(in thousands, except per share data)
(unaudited)
For the three months ended December 31, 2024:
|
|
|
|
Operating Expenses |
|
|
Other (Income) Expense |
|
|
Income Tax Provision |
|
|
Net Income |
|
||||
Per-GAAP net income |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
8,241 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings per share (per-GAAP) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.18 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjustments to reconcile net income to non-GAAP net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of acquisition-related intangible assets |
|
|
|
|
5,002 |
|
|
|
|
|
|
(903 |
) |
|
|
4,099 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition related cost |
|
|
|
|
294 |
|
|
|
|
|
|
(62 |
) |
|
|
232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restructuring charge |
|
|
|
|
552 |
|
|
|
|
|
|
(94 |
) |
|
|
458 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain/Loss on Investments |
|
|
|
|
|
|
|
1,631 |
|
|
|
(326 |
) |
|
|
1,305 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Insurance recovery for manufacturing facility |
|
|
|
|
(2,338 |
) |
|
|
|
|
|
468 |
|
|
|
(1,870 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-GAAP adjusted net income |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,465 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted shares used in computing earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
46,397 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-GAAP diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.27 |
|
|||
Note: Included in GAAP net income and non-GAAP adjusted net income was approximately $5.3 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and non-GAAP diluted earnings per share would have improved by $0.11 per share.
DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME – Cont.
(in thousands, except per share data)
(unaudited)
For the twelve months ended December 31, 2025:
|
|
|
|
Operating Expenses |
|
|
Other (Income) Expense |
|
|
Income Tax Provision |
|
|
Net Income |
|
||||
Per-GAAP net income |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
66,141 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings per share (per-GAAP) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.43 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjustments to reconcile GAAP net income to non-GAAP net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of acquisition-related intangible assets |
|
|
|
|
22,227 |
|
|
|
|
|
|
(3,944 |
) |
|
|
18,283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition related cost |
|
|
|
|
248 |
|
|
|
|
|
|
(52 |
) |
|
|
196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restructuring charge |
|
|
|
|
334 |
|
|
|
|
|
|
(54 |
) |
|
|
280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain of disposal of subsidiary |
|
|
|
|
|
|
|
(13,681 |
) |
|
|
988 |
|
|
|
(12,693 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain/Loss on Investments |
|
|
|
|
|
|
|
(20,012 |
) |
|
|
4,395 |
|
|
|
(15,617 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Board member retirement |
|
|
|
|
117 |
|
|
|
|
|
|
(25 |
) |
|
|
92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-GAAP adjusted net income |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
56,682 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted shares used in computing earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
46,414 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-GAAP diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.22 |
|
|||
Note: Included in GAAP net income and non-GAAP adjusted net income was approximately $20.3 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and non-GAAP diluted earnings per share would have improved by $0.44 per share.
DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME – Cont.
(in thousands, except per share data)
(unaudited)
For the twelve months ended December 31, 2024:
|
|
|
|
Operating Expenses |
|
|
Other (Income) Expense |
|
|
Income Tax Provision |
|
|
Net Income |
|
||||
Per-GAAP net income |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
44,024 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings per share (per-GAAP) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.95 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjustments to reconcile net income to non-GAAP net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of acquisition-related intangible assets |
|
|
|
|
16,499 |
|
|
|
|
|
|
(3,012 |
) |
|
|
13,487 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Officer retirement |
|
|
|
|
644 |
|
|
|
|
|
|
(135 |
) |
|
|
509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition related cost |
|
|
|
|
1,059 |
|
|
|
|
|
|
(222 |
) |
|
|
837 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restructuring charge |
|
|
|
|
8,591 |
|
|
|
789 |
|
|
|
(1,835 |
) |
|
|
7,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain/Loss on Investments |
|
|
|
|
|
|
|
321 |
|
|
|
(64 |
) |
|
|
257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Insurance recovery for manufacturing facility |
|
|
|
|
(7,142 |
) |
|
|
|
|
|
1,428 |
|
|
|
(5,714 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-GAAP adjusted net income |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
60,945 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted shares used in computing earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
46,408 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-GAAP diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.31 |
|
|||
Note: Included in GAAP and non-GAAP income was approximately $18.0 million and $17.4 million respectively, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, GAAP diluted earnings per share would have improved by $0.40 per share and non-GAAP diluted earnings per share would have improved by $0.39 per share.
ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE
The Company’s financial statements present net income and earnings per share that are calculated using accounting principles generally accepted in the United States (“GAAP”). The Company’s management makes adjustments to the GAAP measures that it feels are necessary to allow investors and other readers of the Company’s financial releases to view the Company’s operating results as viewed by the Company’s management, board of directors and research analysts in the semiconductor industry. These non-GAAP measures are not prepared in accordance with, and should not be considered alternatives or necessarily superior to, GAAP financial data and may be different from non-GAAP measures used by other companies. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures, even if they have similar names. The explanation of the adjustments made in the table above, are set forth below:
Detail of non-GAAP adjustments
Amortization of acquisition-related intangible assets – The Company excluded this item, including amortization of developed technologies and customer relationships. The fair value of the acquisition-related intangible assets is amortized using straight-line methods which approximate the proportion of future cash flows estimated to be generated each period over the estimated useful life of the applicable assets. The Company believes that exclusion of this item is appropriate because a significant portion of the purchase price for its acquisitions was allocated to the intangible assets that have short lives and exclusion of the amortization expense allows comparisons of operating results that are consistent over time for both the Company’s newly acquired and long-held businesses. In addition, the Company excluded this item because there is significant variability and unpredictability among companies with respect to this expense.
Board member retirement – The Company excluded costs related to the retirement of a board member. These costs represent cash payments and the accelerated vesting of previously issued stock awards. The Company feels it is appropriate to exclude these costs since they don’t represent ongoing operating expenses and will present investors with a more accurate indication of our continuing operations.
Acquisition related costs – The Company excluded expenses associated with previous acquisitions of that typically consist of advisory, legal and other professional and consulting fees. These costs were expensed as they were incurred and as services were received, and in which the corresponding tax adjustments were made for the non-deductible portions of these expenses. The Company believes the exclusion of the acquisition-related costs provides investors with a more accurate reflection of costs likely to be incurred in the absence of an unusual event such as an acquisition and facilitates comparisons with the results of other periods that may not reflect such costs.
Insurance recovery for manufacturing facility – The Company recorded gains related to insurance recovery for a manufacturing facility in Asia. The Company believes the exclusion of the insurance recovery provides investors with a more accurate reflection of the continuing operations of the Company and facilitates comparisons with the results of other periods which may not reflect such gains.
Restructuring charge – The Company recorded restructuring charges related to various locations. These restructuring charges are excluded from management’s assessment of the Company’s operating performance. The Company believes the exclusion of the restructuring charges provides investors an enhanced view of the cost structure of the Company’s operations and facilitates comparisons with the results of other periods that may not reflect such charges or may reflect different levels of such charges.
Gain of disposal of subsidiary – The Company excluded the gain on the disposal of a subsidiary. The Company believes this is not reflective of the ongoing operations and exclusion of this item provides investors an enhanced view of the Company’s operating results.
Gain/Loss on Investment – The Company excluded gains and losses on various investments. The Company believes these amounts are not reflective on the ongoing operations of the Company and exclusion of these items, provides investors an enhanced view of the Company’s operating results.
Officer retirement – The Company excluded costs related to the retirement of two executives. These costs represent cash payments and the accelerated vesting of previously issued stock awards. The Company feels it is appropriate to exclude these costs since they don’t represent ongoing operating expenses and will present investors with a more accurate indication of our continuing operations.
CASH FLOW ITEMS
Free cash flow (FCF) (Non-GAAP)
FCF for the fourth quarter of 2025 is a non-GAAP financial measure, which is calculated by subtracting capital expenditures from cash flow from operations. For the fourth quarter of 2025, FCF was $12.4 million, which represents the cash and cash equivalents that we are able to generate after taking into account cash outlays required to maintain or expand property, plant and equipment. FCF is important because it allows us to pursue opportunities to develop new products, make acquisitions and reduce debt.
CONSOLIDATED RECONCILIATION OF NET INCOME TO EBITDA
EBITDA represents earnings before net interest expense, income tax provision, depreciation and amortization. Management believes EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties, such as financial institutions in extending credit, in evaluating companies in our industry and provides further clarity on our profitability. In addition, management uses EBITDA, along with other GAAP and non-GAAP measures, in evaluating our operating performance compared to that of other companies in our industry. The calculation of EBITDA generally eliminates the effects of financing, operating in different income tax jurisdictions, and accounting effects of capital spending, including the impact of our asset base, which can differ depending on the book value of assets and the accounting methods used to compute depreciation and amortization expense. EBITDA is not a recognized measurement under GAAP, and when analyzing our operating performance, investors should use EBITDA in addition to, and not as an alternative for, income from operations and net income, each as determined in accordance with GAAP. Because not all companies use identical calculations, our presentation of EBITDA may not be comparable to similarly titled measures used by other companies. For example, our EBITDA takes into account all net interest expense, income tax provision, depreciation and amortization without taking into account any amounts attributable to noncontrolling interest. Furthermore, EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not consider certain cash requirements such as tax and debt service payments.
The following table provides a reconciliation of net income to EBITDA (in thousands, unaudited):
|
|
Three Months Ended |
|
|
Twelve Months Ended |
|
||||||||||
|
|
December 31, |
|
|
December 31, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income (per-GAAP) |
|
$ |
10,202 |
|
|
$ |
8,241 |
|
|
$ |
66,141 |
|
|
$ |
44,024 |
|
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
(5,680 |
) |
|
|
(4,426 |
) |
|
|
(25,528 |
) |
|
|
(15,969 |
) |
Income tax provision |
|
|
2,151 |
|
|
|
2,041 |
|
|
|
14,789 |
|
|
|
11,840 |
|
Depreciation and amortization |
|
|
35,270 |
|
|
|
34,890 |
|
|
|
143,794 |
|
|
|
137,189 |
|
EBITDA (non-GAAP) |
|
$ |
41,943 |
|
|
$ |
40,746 |
|
|
$ |
199,196 |
|
|
$ |
177,084 |
|
DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
|
|
December 31, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
367,212 |
|
|
$ |
308,671 |
|
Restricted Cash |
|
|
5,134 |
|
|
|
6,053 |
|
Short-term investments |
|
|
9,817 |
|
|
|
7,464 |
|
Accounts receivable, net of allowances of $4,095 and $7,799 at |
|
|
307,055 |
|
|
|
325,517 |
|
Inventories |
|
|
471,546 |
|
|
|
474,948 |
|
Prepaid expenses and other |
|
|
96,198 |
|
|
|
101,500 |
|
Total current assets |
|
|
1,256,962 |
|
|
|
1,224,153 |
|
Property, plant and equipment, net |
|
|
649,605 |
|
|
|
684,259 |
|
Deferred income tax |
|
|
59,297 |
|
|
|
51,974 |
|
Goodwill |
|
|
183,437 |
|
|
|
181,555 |
|
Intangible assets, net |
|
|
45,455 |
|
|
|
67,397 |
|
Other long-term assets |
|
|
253,344 |
|
|
|
176,943 |
|
Total assets |
|
$ |
2,448,100 |
|
|
$ |
2,386,281 |
|
|
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Line of credit |
|
$ |
30,264 |
|
|
$ |
31,429 |
|
Accounts payable |
|
|
149,376 |
|
|
|
133,765 |
|
Accrued liabilities |
|
|
180,922 |
|
|
|
186,576 |
|
Income tax payable |
|
|
16,336 |
|
|
|
22,730 |
|
Current portion of long-term debt |
|
|
1,442 |
|
|
|
1,096 |
|
Total current liabilities |
|
|
378,340 |
|
|
|
375,596 |
|
Long-term debt, net of current portion |
|
|
24,224 |
|
|
|
19,563 |
|
Deferred tax liabilities |
|
|
6,145 |
|
|
|
6,953 |
|
Unrecognized tax benefits |
|
|
23,454 |
|
|
|
24,646 |
|
Other long-term liabilities |
|
|
77,528 |
|
|
|
90,576 |
|
Total liabilities |
|
|
509,691 |
|
|
|
517,334 |
|
|
|
|
|
|
|
|
||
Commitments and contingencies |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Stockholders' equity |
|
|
|
|
|
|
||
Preferred stock - par value $1.00 per share; 1,000,000 shares authorized; no shares issued or outstanding |
|
|
|
|
|
|
||
Common stock - par value $0.66 2/3 per share; 70,000,000 shares authorized; 45,875,799 and 46,332,891, issued and outstanding at December 31, 2025 and December 31, 2024, respectively |
|
|
37,259 |
|
|
|
37,083 |
|
Additional paid-in capital |
|
|
538,087 |
|
|
|
523,744 |
|
Retained earnings |
|
|
1,785,439 |
|
|
|
1,719,298 |
|
Treasury stock, at cost, 10,008,905 and 9,288,420 shares held at December 31, 2025 and December 31, 2024 |
|
|
(371,914 |
) |
|
|
(338,100 |
) |
Accumulated other comprehensive loss |
|
|
(110,747 |
) |
|
|
(146,724 |
) |
Total stockholders' equity |
|
|
1,878,124 |
|
|
|
1,795,301 |
|
Noncontrolling interest |
|
|
60,285 |
|
|
|
73,646 |
|
Total equity |
|
|
1,938,409 |
|
|
|
1,868,947 |
|
Total liabilities and stockholders' equity |
|
$ |
2,448,100 |
|
|
$ |
2,386,281 |
|
Diodes Incorporated (DIOD) Plano, TX, USA Fourth Quarter 2025 Financial Results February 10, 2026 Exhibit 99.2
Safe Harbor Statement Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Any statements set forth above that are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such statements include statements containing forward-looking words such as “expect,” “anticipate,” “aim,” “estimate,” and variations thereof, including without limitation statements, whether direct or implied, regarding expectations of that for the first quarter of 2026, we expect revenue to be approximately $395 million plus or minus 3 percent; we expect GAAP gross margin to be 31.5 percent, plus or minus 1 percent; non-GAAP operating expenses, which are GAAP operating expenses adjusted for amortization of acquisition-related intangible assets, are expected to be approximately 26.5 percent of revenue, plus or minus 1 percent; we expect net interest income to be approximately $1.0 million; we expect our income tax rate to be 18.5 percent, plus or minus 3 percent; shares used to calculate diluted EPS for the first quarter are anticipated to be approximately 46.4 million. Potential risks and uncertainties include, but are not limited to, such factors as: the risk that such expectations may not be met; the risk that the expected benefits of acquisitions may not be realized or that integration of acquired businesses may not continue as rapidly as we anticipate; the risk that we may not be able to maintain our current growth strategy or continue to maintain our current performance, costs, and loadings in our manufacturing facilities; the risk that we may not be able to increase our automotive, industrial, or other revenue and market share; risks of domestic and foreign operations, including excessive operating costs, labor shortages, higher tax rates, and our joint venture prospects; the risks of cyclical downturns in the semiconductor industry and of changes in end-market demand or product mix that may affect gross margin or render inventory obsolete; the risk of unfavorable currency exchange rates; the risk that our future outlook or guidance may be incorrect; the risks of global economic weakness or instability in global financial markets; the risks of trade restrictions, tariffs, or embargoes; the risk of breaches of our information technology systems; and other information, including the “Risk Factors” detailed from time to time in Diodes’ filings with the United States Securities and Exchange Commission. This presentation also contains non-GAAP measures. See the Company’s press release on February 10, 2026, titled, “Diodes Incorporated Reports Fourth Quarter Fiscal 2025 Financial Results” for detailed information related to the Company’s non-GAAP measures and a reconciliation of GAAP net income to non-GAAP net income.
About Diodes Incorporated Diodes delivers analog and power solutions through its high-quality semiconductor products to the world’s leading companies in the automotive, industrial, computing, consumer electronics, and communications markets. 67 Years in business 34 Consecutive years of profitability ~8000 Number of employees 1.48Bn Annual Revenue >45Bn >28K Number of products (SKU) shipped >50K Number of customers 42% of product revenue from automotive/industrial Stock Symbol Number of units shipped DIOD FY 2025 Vision: Inspire future technology through leading semiconductor solutions Our Core Values: Integrity, Commitment, Innovation
$Billion Financial Targets Goal 1: $1B Market Cap - 2010 Goal 2: $1B Revenue- 2017 Goal 3: $2.5B Revenue $1B Gross Profit (40% GM) Goal 4: $1B Profit Before Tax 3-Year Targets (2028): $2B Revenue Gross Profit: $700M Gross Margin: 35%+ Non-GAAP EPS: $4.00+
Automotive Connected driving, comfort/style/safety, electrification/powertrain Industrial Embedded systems, industrial automation, medical, energy management, smart buildings Computing AI data center including AI server, storage, and edge AI Consumer IoT: wearables, home automation, home appliances, and charging solutions Communications Smart phones, telecom, enterprise networking, smart infrastructure including space-based connectivity 58% of revenue 42% of revenue (Q4 2025) (Q4 2025) Targeted Market Segments
Profitability Growth Track Record of Continued Performance Annual Revenue Gross Profit ($ in millions) ($ in millions) CAGR: 10% (2005 – 2025) CAGR: 10% (2005 - 2025) 13%
4Q FY25 Highlights 4Q revenue grew 15% year-over-year, which is the fourth consecutive quarter of year-over-year growth & automotive hit record 20% Strong balance sheet with $382 million in cash and cash equivalents*; $56 million in total debt * Cash and cash equivalents, restricted cash, and short-term investments Full year 2025 cash flow from operations increased 80% to $215.5 million Free cash flow per share increased to $2.95 in 2025 from $1.00 per share in 2024 Full year 2025 revenue grew 13%, which is the highest level of annual growth since 2021 Guiding 1Q 2026 revenue to increase 19% year-over-year
4Q FY25 Performance * Cash and cash equivalents, restricted cash, and short-term investments $391.6M - 0.2% Q-Q Revenue $121.9M 31.1% + 40bps Q-Q GAAP Gross Margin $0.34 -8.1% Q-Q Non-GAAP EPS $15.7M -8.7% Q-Q Non-GAAP Net Income $41.9M EBITDA 10.7% of Revenue Cash Flow from Ops 9.7% of Revenue Strong Balance Sheet $382M/$56M Cash*/Debt $38.1M +1.2% Q-Q GAAP Gross Profit
Revenue Profile for Fourth Quarter 2025 By End Market Computing Consumer Industrial Communications Automotive 17% 13% 28% 22% 20% By Channel Distribution Direct 65% 35% By Region Asia Pacific Europe Americas 78% 12% 10%
Quarterly Performance Gross Profit ($ Millions) Revenue ($ Millions) 4Q revenue increased 15% year-over-year Fourth consecutive quarter of double-digit YoY growth Growth driven by 25% increase in Computing for AI-related server applications as well as double-digit increases in Automotive & Industrial Began to realize initial improvements in gross margin as product mix benefited from growth in the Automotive market Future margin expansion will be driven by increasing contribution from higher-margin Automotive and Industrial end markets, new products as well as improved loading across manufacturing facilities
Income Statement – Fourth Quarter 2025 ($ in millions, except EPS) 4Q24 3Q25 4Q25 Net sales 339.3 392.2 391.6 Gross profit (GAAP) 110.9 120.5 121.9 Gross profit margin % (GAAP) 32.7% 30.7% 31.1% Net income (GAAP) 8.2 14.3 10.2 Net income (non-GAAP) 12.5 17.2 15.4 Diluted EPS (non-GAAP) 0.27 0.37 0.34 Cash flow from operations 81.8 79.1 38.1 EBITDA (non-GAAP) 40.7 46.6 41.9
Balance Sheet ($ in millions) Dec 31, 2023 Dec 31, 2024 Dec 31, 2025 Cash* 329 322 382 Inventory 390 475 472 Current assets 1,187 1,224 1,257 Total assets 2,368 2,386 2,448 Total debt 62 52 56 Total liabilities 558 517 510 Total equity 1,810 1,869 1,938 * Cash and cash equivalents, restricted cash, and short-term investments
Revenue to be ~$395 million, +/- 3.0% representing 19% growth over the prior year period and a slight increase sequentially at the mid-point, which is significantly better than typical seasonality GAAP gross margin of 31.5%, +/- 1% Non-GAAP operating expenses 26.5% of revenue, +/- 1%, which are GAAP operating expenses adjusted for amortization of acquisition-related intangible assets Net interest income of ~$1.0 million Income tax rate to be 18.5%, +/- 3% Shares used to calculate diluted EPS are approximately 46.4 million Amortization of $3.9 million, after tax, for previous acquisitions is not included in these non-GAAP estimates *Guidance as provided on February 10, 2026 Business Outlook - First Quarter 2026
Investment Summary Vision: Inspire future technology through leading semiconductor solutions. Mission: Deliver profitability growth through advanced analog and power solutions that enable innovation and efficiency across high-growth markets. 3-year Target : $2B revenue and $4+ non-GAAP EPS Strategic Priorities: Total system solutions sales approach and content expansion driving growth Focus on key accounts Increased focus on high-margin automotive, industrial, data center, analog and power solutions Investment for technology leadership in target products, fab processes, and advanced packaging Accelerate fab process and product qualifications
Reconciliation of Net Income to Adjusted Net Income (in thousands, except per share data) (unaudited) Note: Included in GAAP net income and non-GAAP adjusted net income was approximately $5.3 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and non-GAAP diluted earnings per share would have improved by $0.12 per share. For the three months ended December 31, 2025
GAAP to Non-GAAP Reconciliation Note: Included in GAAP net income and non-GAAP adjusted net income was approximately $5.3 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and non-GAAP diluted earnings per share would have improved by $0.11 per share. (in thousands, except per share data) (unaudited) For the three months ended December 31, 2024
Diodes Incorporated (DIOD) Plano, TX, USA Investor Relations February 10, 2026 Exhibit 99.3
Safe Harbor Statement Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Any statements set forth above that are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such statements include statements containing forward-looking words such as “expect,” “anticipate,” “aim,” “estimate,” and variations thereof, including without limitation statements, whether direct or implied, regarding expectations of that for the first quarter of 2026, we expect revenue to be approximately $395 million plus or minus 3 percent; we expect GAAP gross margin to be 31.5 percent, plus or minus 1 percent; non-GAAP operating expenses, which are GAAP operating expenses adjusted for amortization of acquisition-related intangible assets, are expected to be approximately 26.5 percent of revenue, plus or minus 1 percent; we expect net interest income to be approximately $1.0 million; we expect our income tax rate to be 18.5 percent, plus or minus 3 percent; shares used to calculate diluted EPS for the first quarter are anticipated to be approximately 46.4 million. Potential risks and uncertainties include, but are not limited to, such factors as: the risk that such expectations may not be met; the risk that the expected benefits of acquisitions may not be realized or that integration of acquired businesses may not continue as rapidly as we anticipate; the risk that we may not be able to maintain our current growth strategy or continue to maintain our current performance, costs, and loadings in our manufacturing facilities; the risk that we may not be able to increase our automotive, industrial, or other revenue and market share; risks of domestic and foreign operations, including excessive operating costs, labor shortages, higher tax rates, and our joint venture prospects; the risks of cyclical downturns in the semiconductor industry and of changes in end-market demand or product mix that may affect gross margin or render inventory obsolete; the risk of unfavorable currency exchange rates; the risk that our future outlook or guidance may be incorrect; the risks of global economic weakness or instability in global financial markets; the risks of trade restrictions, tariffs, or embargoes; the risk of breaches of our information technology systems; and other information, including the “Risk Factors” detailed from time to time in Diodes’ filings with the United States Securities and Exchange Commission. This presentation also contains non-GAAP measures. See the Company’s press release on February 10, 2026, titled, “Diodes Incorporated Reports Fourth Quarter Fiscal 2025 Financial Results” for detailed information related to the Company’s non-GAAP measures and a reconciliation of GAAP net income to non-GAAP net income.
Gary Yu President and CEO Experience: Diodes Incorporated, since 2008 Chief Operating Officer Senior Vice President, Business Groups President, Asia Pacific Region General Manager, Shanghai Wafer Fabrication and BCD Business Unit Vice President of Asia Pacific Sales Manager, Sensor and Satellite Business Unit Lite-On Semiconductor Corporation Vice President, Worldwide Sales Texas Instruments IT, Finance and Capacity Planning Education: MBA – University of Dallas Master’s Degree in Telecommunication Engineering, Southern Methodist University Bachelor's Degree in MIS, Fu-Jen University, Taiwan Management Representative
Company Representative Experience: Head of Corporate Marketing, Diodes Incorporated Head of Corporate Marketing, Pericom Semiconductor Vice President, Marketing, CA Technologies (Broadcom) Director, Global Marketing Strategy, EMC (Dell Technologies) Director, Marketing, Zarlink Semiconductor (Microchip) Marketing Management positions at Cisco and National Semiconductor (TI) Education: MBA, Marketing/Entrepreneurship, Saint Mary's College of California BS in Electrical and Computer Engineering, UC Santa Barbara Gurmeet Dhaliwal VP, Corporate Marketing & Investor Relations
About Diodes Incorporated Diodes delivers analog and power solutions through its high-quality semiconductor products to the world’s leading companies in the automotive, industrial, computing, consumer electronics, and communications markets. 67 Years in business 34 Consecutive years of profitability ~8000 Number of employees 1.48Bn Annual Revenue >45Bn >28K Number of products (SKU) shipped >50K Number of customers 42% of product revenue from automotive/industrial Stock Symbol Number of units shipped DIOD FY 2025 Vision: Inspire future technology through leading semiconductor solutions Our Core Values: Integrity, Commitment, Innovation
Global Operations and World-Class Manufacturing Headquartered in Plano, TX Manufacturing in US, UK, Germany, China, and Taiwan ISO 9001:2015 Certified / IATF 16949:2016 Certified ISO 14001:2015 Certified Key Acquisitions 2006 2006 2012 2015 2008 2013 2019 2020 2022 Anachip Corporation Taiwan Advanced Power Devices Zetex Semiconductors Power Analog Microelectronics BCD Semiconductor Pericom Semiconductor TI’s Greenock fab (GFAB) Lite-On Semiconductor Onsemi‘s fab (SPFAB) 2024 Fortemedia Investing for the Future
Wuxi, China Shanghai, China Chongli, Taiwan Hsinchu, Taiwan Taipei, Taiwan Munich, Germany Neuhaus, Germany Plano, Texas Milpitas, California Greenock, UK Chengdu, China Logistics Hub and Warehouses Oldham, UK Key: Headquarters Wafer Fab Assembly/Test Design/Sales/Marketing South, Portland, Maine Tokyo, Japan Seongnam-si, South Korea Bratislava, Slovakia Singapore Global Organization
Our commitment to a sustainable and profitable business is built around ESG. Please refer to Governance and Oversight for additional details. Social (S) Governance (G) Environment (E) Climate Change Natural Resources Pollution & Waste Biodiversity Strategy & Oversight Risks Management Business Continuity Accountability & Transparency Supply Chain Product Integrity Human Capital Community Our Sustainability Commitment
$Billion Financial Targets Goal 1: $1B Market Cap - 2010 Goal 2: $1B Revenue- 2017 Goal 3: $2.5B Revenue $1B Gross Profit (40% GM) Goal 4: $1B Profit Before Tax 3-Year Targets (2028): $2B Revenue Gross Profit: $700M Gross Margin: 35%+ Non-GAAP EPS: $4.00+
Profitability Growth Track Record of Continued Performance Annual Revenue Gross Profit ($ in millions) ($ in millions) CAGR: 10% (2005 – 2025) CAGR: 10% (2005 - 2025) 13%
Automotive Connected driving, comfort/style/safety, electrification/powertrain Industrial Embedded systems, industrial automation, medical, energy management, smart buildings Computing AI data center including AI server, storage, and edge AI Consumer IoT: wearables, home automation, home appliances, and charging solutions Communications Smart phones, telecom, enterprise networking, smart infrastructure including space-based connectivity 58% of revenue 42% of revenue (Q4 2025) (Q4 2025) Targeted Market Segments
Example: Embedded System Applications Total Solutions Provider
Connected Driving ADAS (Advanced Driver Assistance Systems) Telematics Infotainment Systems Comfort, Style, and Safety Lighting Migration to LED and intelligent illumination BLDC motor / fan control Migration from Brushed to Brushless DC Motors Electrification/Powertrain Conventional Powertrain Hybrid Electrification Battery management Move to 48V battery Focus Applications: Automotive Revenue Growth Year 2013 – 2025 CAGR: 22% Year Automotive - % of Total Product Revenue Automotive Applications Driving Growth
Automotive Potential Revenue $ / Car Automotive Motor Control $56.00 Connected Driving (Infotainment, Telematics & ADAS) $100.00 Powertrain, Electrification & Body Control Electronics $60.00 Lighting – Moving to LED $23.00 Total $239.00 $ Content / Car Year Automotive Opportunity
Automotive USB Ports – PD Charging and Displays Diodes’ Key Products $ / per car Power Management $6.20 MOS/BJT $2.50 Diodes and Rectifiers $1.00 Timing and Connectivity $5.00 Total $14.70 USB-C charging is a high-growth application with 2 to 8 ports per vehicle. USB PD is an important expansion capability up to 100W/port growing to 140+W USB-C supports DP over USB and opens the opportunity to share portable equipment screens on an interior display growing YoY Diodes provides a USB charging solution for both Power and Data which includes: Port Controllers, USB Muxes, Signal Switches, ReDrivers, Xtals, Power Management, and Protection (Powerline and Dataline). Automotive-compliant* product portfolio growth is expanding the SAM further.
xEV Automotive High-Voltage DC-DC Conversion xEVs create the need for high-efficiency conversion of high-voltage batteries to lower, safe voltages. Converts high-voltage DC (300V to 900V) to a galvanically isolated 48V or 12V DC rail 48V Battery/Rail creates opportunity for 48V:12V conversion Diodes’ automotive-compliant* product solutions contain: Silicon carbide and silicon MOSFETs, isolated (RobustISO) gate drivers, current monitors, and 80V high-performance buck converters Diodes’ Key Products $ / per car Amplifier and Sensor $0.25 Power Management $1.20 MOS/BJT $21.00 Diodes and Rectifiers $0.15 Total $23.60
Power and Load Management Growth in Industrial Markets Focus on key growing industrial sectors Energy Management Energy efficiency is always the target Diodes supports Isolated products, High voltage DCDC, SiC MOSFETs and Diodes Industrial Automation Driven by moves to AI and robotics Demand for increased operational efficiency Diodes supports Timing and Connectivity, MOSFETs, Protection and Sensing Smart Buildings Energy efficiency and improved security demands Diodes supports LED drivers, MOSFETs, Gate drivers, Signal conditioning
Diodes’ Key Products $ / per unit Microinverter (500W) String Inverter (3kW) MOS $8.40 $17.50 SiC $15.00 $26.20 Power Management $4.80 $9.60 Analog $6.40 $8.00 Total $36.40 $61.30 $ / per kW $69.20 / kW $20.40 / kW Solar inverters are a high-growth segment driven by residential and commercial PV adoption. Diodes provides a system solution for solar inverters including MOSFETs, SiC devices, Gate Drivers, Power Management ICs, and Analog components for sensing and protection. Solar Inverters
Diode’s Solution Advantage Power Management Solutions offer the most efficient power tree to extend battery life and provide clean power rails for sensors and digital processing MOSFET Solutions provide efficient drive of the motors reducing wasted energy with lower temperatures High Performance Interface Solutions offer high-speed sensor data backbone connectivity Precision Timing Solutions generate and distribute low noise, high frequency digital clock signals to AI Processors and data busses Diodes’ Key Products $ / Bot Amplifiers and Sensors $2.00 Power Management $3.50 MOSFET / BJT $9.50 Diodes and Rectifiers $1.00 Timing and Connectivity $10.00 Total $26.00 MCU 3-ph Gate drivers Power Tree Current Sensor 48V Power MOS 3 Phase Bionic Joint Motor Industrial – Humanoid Robot / Cobot High Degree of Freedom Motor Drive AI edge controller Timing distribution
Focused on power management solutions, timing tree, and connectivity Power management solutions: LDOs, DCDC, SBR, MOSFET and TVS for power management and protection Timing solutions to support increasing clocking speeds and challenge jitter requirement Connectivity for PCIe, CXL, SAS, SATA, USB ReDriver for improving signal integrity MUX/DeMUX for flexibility and saving pin counts Packet switches for accelerating AI computing AI Data Center Enables Scalable AI Services
AI Server Motherboard + AI Accelerator + NIC Server Platform Solution: Broad portfolio in power management – analog and discrete Complete timing solutions, from crystals, Oscillators, clock generators and clock buffers, meet jitter performance of PCIe Gen7 Improve signal integrity and flexibility Diodes’ Key Products $ / Box Analog $7.00 Power Management $8.00 MOS/BJT $14.3 Timing and Connectivity $73.7 Total* $103.00 * 14% increase from last year
Consumer: IoT Driving Power & Connectivity Requirements Diodes’ Key Products $ / Box Analog >$0.20 Power Management >$1.30 MOS/BJT >$10.00 Diodes and Rectifiers >$5.00 Timing and Connectivity $3.50 Total $20.00 Lifestyle Wearables Consumer & Home Asset Tracking Security & Surveillance Retail Growth Opportunities: Power LED drivers Xtals and clocks Packet switches
Focus Applications: Cloud Computing Data Center Network Switches Gateways Internet gateways Fiber networks Space-Based Connectivity Core Networks, Cell Stations Small cells Base stations Edge computing servers Smart antennas Fiber networks End Products Portables: smartphones, tablets Smart cars Consumer: VR/AR/MR, drones, IoT Telecom: 5G CPEs Embedded / industrial Communications: AI Driven Networks
Data Center Network Switch Diodes’ Key Products $ / Box Analog and Power Management $17.00 Discrete $5.00 Timing and Connectivity $50.00 Total $72.00 Network Switch Solution: Complete timing solutions, from crystals, Oscillators, clock generators and clock buffers, to support every need of a timing tree PCIe packet switches provide extension of the interface wit intelligence Analog and Discrete solution provide power management and protection in both power and data lines
Complete Platform Solution: Notebook
Products Packet Switches in AI server I/O port expansion eUSB/USB repeaters and Ultra-Low Cj TVS for signal integrity High performance MUX and Switch for high bandwidth/capacity storage High-voltage 60-100V LDOs, and DCDC for 48V rails USB-C / Power Delivery Solutions Isolation: Digital isolators and Gate Drivers Low-jitter timing solutions and high- speed PCIe packet switches for AI and cloud servers Ultra-low power and low-noise LDOs for IoT Lowest RDS(ON) LDMOS for battery efficiency IntelliFET: self-protected power switches Advanced protection: IO and power lines 8V to 800V MOSFETs SiC Schottky Diodes and SiC MOSFETs for industrial and automotive applications Assembly/Test Cu Pillar with flip chip on lead frame High pin-count BGA, LGA and AQFN packages Chip scale packaging with highest current density Compact QFN and DFN Power density PowerDI Small outline packages: down to 400 x 200μm Wafer Fab High-performance 8” MOSFET trench technology Advanced Epi bipolar transistor processes Proprietary rectifier technology Rugged automotive-grade NMOS and PMOS Low-power, low-noise SiGe BiCMOS process High-voltage, high-power BCD process Technology Focus
Efficient Manufacturing + Superior Processes Assembly and Test China: Shanghai, Chengdu, and Wuxi Taiwan: Chongli Germany: Neuhaus US: South Portland, Maine China: Shanghai and Wuxi Taiwan: Hsinchu UK: Greenock and Oldham Bipolar, BiCMOS, CMOS, and BCD process Global footprint with strong engineering capabilities Wafer Fabs
Revenue Profile for Fourth Quarter 2025 By End Market Computing Consumer Industrial Communications Automotive 17% 13% 28% 22% 20% By Channel Distribution Direct 65% 35% By Region Asia Pacific Europe Americas 78% 12% 10%
Income Statement – Fourth Quarter 2025 ($ in millions, except EPS) 4Q24 3Q25 4Q25 Net sales 339.3 392.2 391.6 Gross profit (GAAP) 110.9 120.5 121.9 Gross profit margin % (GAAP) 32.7% 30.7% 31.1% Net income (GAAP) 8.2 14.3 10.2 Net income (non-GAAP) 12.5 17.2 15.4 Diluted EPS (non-GAAP) 0.27 0.37 0.34 Cash flow from operations 81.8 79.1 38.1 EBITDA (non-GAAP) 40.7 46.6 41.9
Balance Sheet ($ in millions) Dec 31, 2023 Dec 31, 2024 Dec 31, 2025 Cash* 329 322 382 Inventory 390 475 472 Current assets 1,187 1,224 1,257 Total assets 2,368 2,386 2,448 Total debt 62 52 56 Total liabilities 558 517 510 Total equity 1,810 1,869 1,938 * Cash and cash equivalents, restricted cash, and short-term investments
Revenue to be ~$395 million, +/- 3.0% representing 19% growth over the prior year period and a slight increase sequentially at the mid-point, which is significantly better than typical seasonality GAAP gross margin of 31.5%, +/- 1% Non-GAAP operating expenses 26.5% of revenue, +/- 1%, which are GAAP operating expenses adjusted for amortization of acquisition-related intangible assets Net interest income of ~$1.0 million Income tax rate to be 18.5%, +/- 3% Shares used to calculate diluted EPS are approximately 46.4 million Amortization of $3.9 million, after tax, for previous acquisitions is not included in these non-GAAP estimates *Guidance as provided on February 10, 2026 Business Outlook - First Quarter 2026
Investment Summary Vision: Inspire future technology through leading semiconductor solutions. Mission: Deliver profitability growth through advanced analog and power solutions that enable innovation and efficiency across high-growth markets. 3-year Target : $2B revenue and $4+ non-GAAP EPS Strategic Priorities: Total system solutions sales approach and content expansion driving growth Focus on key accounts Increased focus on high-margin automotive, industrial, data center, analog and power solutions Investment for technology leadership in target products, fab processes, and advanced packaging Accelerate fab process and product qualifications
FAQ
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Filing Exhibits & Attachments
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