Diodes (NASDAQ: DIOD) issues $375M zero-coupon notes, repurchases shares
Rhea-AI Filing Summary
Diodes Incorporated (symbol DIOD) entered into an amendment to its senior credit agreement, extending the maturity of its revolving credit facility to August 12, 2031, revising pricing, and updating certain financial and negative covenants to permit additional indebtedness from a new convertible notes offering.
Diodes completed a private offering of $375 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031, including a $50 million option exercised in full by the initial purchasers. The notes are senior unsecured, mature on August 15, 2031, and are initially convertible at 6.8594 shares per $1,000, implying a conversion price of about $145.79, a 50.0% premium to the $97.19 share price on August 13, 2026.
Net proceeds were about $364.6 million, of which Diodes used $21.9 million to purchase capped call transactions with a cap of $194.38 per share and about $35.0 million to repurchase roughly 0.36 million shares at $97.19 per share. The remaining proceeds are earmarked for general corporate purposes, including potential acquisitions. Based on the initial conversion rate, the notes are initially convertible into 2,572,275 shares, and in limited circumstances up to 3,858,413 shares, with customary anti-dilution and “fundamental change” repurchase protections.
Positive
- None.
Negative
- None.
Filing Explained
The completed notes were sold privately to qualified institutional buyers under Rule 144A; neither the notes nor potential conversion shares are registered, and the company says it does not intend to file a resale registration statement, leaving resale subject to registration or an applicable exemption.
8-K Event Classification
Key Figures
Key Terms
Convertible Senior Notes financial
capped call transactions financial
qualified institutional buyers financial
fundamental change financial
anti-dilution adjustment financial
Rule 144A regulatory
FAQ
What new financing did DIOD complete and in what amount?
What are the key conversion terms of DIOD’s 0.00% Convertible Senior Notes?
How much cash did DIOD receive from the convertible notes offering and how will it be used?
What changes did DIOD make to its credit facility in connection with this transaction?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
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Securities registered pursuant to Section 12(b) of the Act:
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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 1.01. Entry into a Material Definitive Agreement.
Amendment No. 1 to Third Amended and Restated Credit Agreement
Effective August 12, 2026, Diodes Incorporated (the “Company”), Diodes Holdings UK Limited (the “Foreign Borrower” and, collectively with the Company, the “Borrowers”), and certain subsidiaries of the Company as guarantors, entered into the Amendment No. 1 to Third Amended and Restated Credit Agreement (the “Amendment”) that amends that certain Third Amended and Restated Credit Agreement dated as of May 26, 2023 (as amended, modified and/or supplemented from time to time prior to the date of the Amendment, the “Existing Credit Agreement”), among the Borrowers, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent (the “Administrative Agent”). Certain capitalized terms used in this description of the Amendment have the meanings given to them in the Amendment or the Existing Credit Agreement.
The Amendment amends and modifies the Company’s existing senior credit facilities under the Existing Credit Agreement to, among other things: (i) extend the maturity date of the revolving credit facility to August 12, 2031; (ii) modify the pricing grid applicable to drawn and undrawn amounts under the revolving credit facility; (iii) permit the additional indebtedness contemplated by the Company’s offering of convertible senior notes described below; (iv) amend certain financial covenants; and (v) amend certain negative covenants, in each case as more particularly described in the Amendment.
The foregoing summary does not purport to be a complete summary of the Amendment and is qualified in its entirety by reference to the Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.
Convertible Senior Notes, Capped Call Transactions and Share Repurchase
Indenture and Notes
On August 18, 2026, the Company completed its previously announced private offering (the “Offering”) of $375 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the “Notes”), which includes the exercise in full of the initial purchasers’ option to purchase up to an additional $50.0 million principal amount of Notes. The Notes were issued pursuant to an indenture, dated August 18, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
The Notes are general senior unsecured obligations of the Company and will mature on August 15, 2031, unless earlier converted, redeemed or repurchased. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. Special interest will accrue on the Notes in the circumstances and at the rates provided in the Indenture. Holders may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding May 15, 2031 only under the following circumstances: (1) at any time during the 30 consecutive trading day period beginning on, and including, the 21st trading day of any calendar quarter commencing after the calendar quarter ending on September 30, 2026, if the last reported sale price of the Company’s common stock, par value $0.66 2/3 per share (the “Common Stock”), exceeds 130% of the conversion price for each of at least five trading days (whether or not consecutive) during the first 20 consecutive trading days of such calendar quarter; (2) during the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events as set forth in the Indenture. On or after May 15, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Notes being converted, in the manner and subject to the terms and conditions provided in the Indenture.
The conversion rate for the Notes will initially be 6.8594 shares of Common Stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $145.79 per share of Common Stock). The initial conversion price of the Notes represents a premium of approximately 50.0% over the last reported sale price of $97.19 per share of the Common Stock on the Nasdaq Global Select Market on August 13, 2026. The conversion rate for the Notes is subject to adjustment in some events in accordance with the terms of the Indenture but will not be adjusted for any accrued and unpaid special interest. In addition, following certain corporate events that occur prior to the maturity date of the Notes or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called) for redemption in connection with such notice of redemption, as the case may be.
The Company may not redeem the Notes prior to August 20, 2029. The Company may redeem for cash all or any portion of the Notes (subject to certain limitations described in the Indenture), at its option, on a redemption date on or after August 20, 2029 and before
the 31st scheduled trading day immediately prior to the maturity date if the last reported sale price of the Common Stock has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid special interest to, but excluding, the redemption date. No sinking fund is provided for the Notes.
If the Company undergoes a “fundamental change” (as defined in the Indenture), then, subject to certain conditions and except as described in the Indenture, holders may require the Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid special interest to, but excluding, the fundamental change repurchase date.
The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable, including:
If certain bankruptcy and insolvency-related events of default occur with respect to the Company, the principal of, and accrued and unpaid special interest, if any, on all of the Notes then outstanding shall automatically become due and payable. If an event of default with respect to the Notes, other than certain bankruptcy and insolvency-related events of default with respect to the Company, occurs and is continuing, the Trustee, by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the Trustee, may, declare 100% of the principal of and accrued and unpaid special interest, if any, on, all the outstanding Notes to be due and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company so elects, the sole remedy for an event of default relating to the Company’s failure to comply with certain reporting covenants in the Indenture will, for the first 365 days after the occurrence of such an event of default, consist exclusively of the right to receive special interest on the Notes as set forth in the Indenture.
The Indenture provides that the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its subsidiaries, taken as a whole, to, another person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect wholly owned subsidiaries), unless: (i) the resulting, surviving or transferee person (if not the Company) is a “qualified successor entity” (as defined in the Indenture) (such qualified successor entity, the “successor entity”) organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such successor entity (if not the Company) expressly assumes by
supplemental indenture all of the Company’s obligations under the Notes and the Indenture; and (ii) immediately after giving effect to such transaction, no default or event of default has occurred and is continuing under the Indenture.
A copy of the Indenture is attached hereto as Exhibit 4.1 (including the form of the Notes attached hereto as Exhibit 4.2) and is incorporated herein by reference. The foregoing description of the Indenture and the Notes is qualified in its entirety by reference to such exhibit.
Capped Call Transactions
On August 13, 2026, in connection with the pricing of the Notes, and on August 14, 2026, in connection with the exercise in full by the initial purchasers of their option to purchase additional Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers of the Notes or their respective affiliates and other financial institutions (the “Option Counterparties”), pursuant to capped call confirmations in substantially in the form filed as Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated herein by reference. The Capped Call Transactions cover, subject to customary adjustments substantially similar to those applicable to the Notes, the number of shares of Common Stock initially underlying the Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to the Common Stock upon any conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap based on a cap price initially equal to $194.38 per share (which represents a premium of 100.0% over the last reported sale price of the Common Stock of $97.19 per share on the Nasdaq Global Select Market on August 13, 2026), and is subject to certain adjustments under the terms of the Capped Call Transactions.
Share Repurchase
Concurrently with the pricing of the Notes, the Company entered into share repurchase transactions (the “Share Repurchases”) with one of the initial purchasers (or its affiliate) (the “Repurchase Counterparty”) pursuant to which the Company repurchased approximately 0.36 million shares of Common Stock from the Repurchase Counterparty at a purchase price of $97.19 per share (which equals the last reported sale price of the Common Stock on the Nasdaq Global Select Market on August 13, 2026) for an aggregate purchase price of approximately $35.0 million.
Proceeds
The Company’s net proceeds from the Offering were approximately $364.6 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by the Company. The Company used $21.9 million of the net proceeds to pay the cost of the Capped Call Transactions and approximately $35.0 million to fund the Share Repurchases. The Company expects to use the remaining net proceeds for general corporate purposes, including potential future acquisitions.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above in Item 1.01 is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 is incorporated by reference into this Item 3.02.
The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement.
The Notes and the shares of Common Stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company does not intend to file a registration statement for the resale of the Notes or any shares of Common Stock issuable upon conversion of the Notes.
Based on the initial conversion rate, the Notes are initially convertible into 2,572,275 shares of Common Stock and, in limited circumstances, are convertible into a maximum of 3,858,413 shares of Common Stock. The Notes are subject to customary anti-dilution adjustment provisions. To the extent that any shares of Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Common Stock.
Item 8.01. Other Events.
Press Releases
On August 13, 2026, the Company issued a press release announcing the proposed Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On August 14, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Forward-Looking Statements
Any statements made in this Current Report on Form 8-K that are not based on historical fact are forward-looking statements, including statements concerning Capped Call Transactions, including the potential dilution reduction, the conversion of the Notes, the anticipated use of proceeds from the Offering, the share repurchase, and the amendment to the Company’s credit agreement. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “plan,” “project,” and similar expressions are intended to identify forward-looking statements. Any forward-looking statements made in this report represent management’s best judgment as to what may occur in the future. However, the Company’s actual outcome and results are not guaranteed and are subject to certain risks, uncertainties and assumptions, and may differ materially from what is expressed. For a description of factors that could cause actual results to differ materially from such forward-looking statements, see the discussion under the section “Risk Factors” included in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. All forward-looking statements contained in this report speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description |
4.1 |
Indenture, dated as of August 18, 2026, by and between Diodes Incorporated and U.S. Bank Trust Company, National Association, as Trustee (including the form of the Notes attached thereto as Exhibit A). |
4.2 |
Form of Global Note representing Diodes Incorporated’s 0.00% Convertible Senior Notes due 2031 (included as Exhibit A to the Indenture filed as Exhibit 4.1). |
10.1 |
Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of August 12, 2026, by and among Diodes Incorporated, Diodes Holding UK Limited, certain subsidiaries of Diodes Incorporated party thereto, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto.* |
10.2 |
Form of Confirmation for Capped Call Transactions. |
99.1 |
Press release titled “Diodes Incorporated Announces Proposed Private Placement of $325 Million of Convertible Senior Notes” dated August 13, 2026. |
99.2 |
Press release titled “Diodes Incorporated Announces Pricing of Private Placement of Convertible Senior Notes,” dated August 14, 2026 |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted
schedule will be furnished supplementally to the SEC upon request.
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: |
August 18, 2026 |
By: |
/s/Brett R. Whitmire |
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Brett R. Whitmire |
Exhibit 99.1
Diodes Incorporated Announces Proposed Private Placement
of $325 Million of Convertible Senior Notes
PLANO, Texas - August 13, 2026 -- Diodes Incorporated (“Diodes”) (Nasdaq: DIOD), today announced it intends to offer, subject to market conditions and other factors, $325 million aggregate principal amount of Convertible Senior Notes due 2031 (the “notes”) in a private placement (the “offering”) only to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Diodes also intends to grant the initial purchasers of the notes an option to purchase, during a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $50 million aggregate principal amount of the notes.
Diodes expects to use a portion of the net proceeds from the offering to pay the cost of the capped call transactions described below, to repurchase up to $35 million of shares of its common stock concurrently with the pricing of the offering in privately negotiated transactions effected with or through one of the initial purchasers or one or more of their affiliates, and for general corporate purposes, including potential future acquisitions. If the initial purchasers exercise their option to purchase additional notes, Diodes expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties (as defined below).
The notes will be general senior unsecured obligations of Diodes, will accrue interest payable semiannually in arrears and will mature on August 15, 2031, unless earlier repurchased, redeemed or converted. Upon conversion, Diodes will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of Diodes’ common stock or a combination of cash and shares of Diodes’ common stock, at Diodes’ election, in respect of the remainder, if any, of Diodes’ conversion obligation in excess of the aggregate principal amount of the notes being converted. The interest rate, initial conversion rate and other terms of the notes will be determined at the time of pricing of the offering.
In connection with the pricing of the notes, Diodes expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their respective affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to customary adjustments substantially similar to those applicable to the notes, the number of shares of Diodes’ common stock that will initially underlie the notes. The capped call transactions are expected generally to reduce the potential dilution to Diodes’ common stock upon any conversion of notes and/or offset any cash payments Diodes is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.
In connection with establishing their initial hedges of the capped call transactions, Diodes expects that the option counterparties or their respective affiliates will purchase shares of Diodes’ common stock and/or enter into various derivative transactions with respect to Diodes’ common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Diodes’ common stock or the notes at that time.
In addition, Diodes expects that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Diodes’ common stock and/or purchasing or selling Diodes’ common stock or other securities of Diodes in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion of notes or, to the extent Diodes exercises the relevant election under the capped call transactions, following any repurchase or redemption of the notes). This activity could also cause or avoid an increase or a decrease in the market price of Diodes’ common stock or the notes which could affect the ability of a holder of notes to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, this could affect the number of shares, if any, and value of the consideration that a holder of notes will receive upon conversion of its notes.
The concurrent repurchases of up to $35 million of Diodes’ common stock described above could increase (or reduce the size of any decrease in) the market price of Diodes’ common stock or the notes prior to, concurrently with or shortly after the pricing of the notes, and could result in a higher effective conversion price for the notes. The offering of the notes is not contingent upon the repurchase of any of Diodes’ common stock.
The notes and any shares of Diodes’ common stock issuable upon conversion of the notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.
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 to 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.
Cautions Regarding Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, forward-looking statements may be identified by terminology such as “believe,” “may,” “will,” “should,” “predict,” “goal,” “strategy,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect,” “seek” and similar expressions and variations thereof. These words are intended to identify forward-looking statements. Forward-looking statements in this press release include statements regarding the anticipated benefits of the proposed offering of the notes, the expected use of proceeds, the capped call transactions, the concurrent repurchase
of shares of our common stock and our business, prospects and market growth opportunities. These forward-looking statements are based on Diodes' current expectations and assumptions and involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied. Such factors include, but are not limited to: the failure to close the contemplated transaction with respect to the issuance of the notes; market conditions affecting the pricing and completion of the offering of the notes; the impact of the capped call transactions and concurrent share repurchases on the market price of our common stock and the notes; competitive market conditions; changes in demand for semiconductor products; macroeconomic conditions; and other risks described in Diodes' filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Diodes undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release.
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:
Diodes Incorporated
Gurmeet Dhaliwal
Vice President, Corporate Marketing & Investor Relations
P: 408-232-9003
E: Gurmeet_Dhaliwal@diodes.com
Investor Relations Contact:
Shelton Group
Leanne K. Sievers
President, Investor Relations
E: lsievers@sheltongroup.com
Exhibit 99.2
Diodes Incorporated Announces Pricing of
Private Placement of Convertible Senior Notes
PLANO, Texas - August 14, 2026 -- Diodes Incorporated (“Diodes”) (Nasdaq: DIOD), today announced the pricing of $325 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the “notes”) in a private placement (the “offering”) only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Diodes has also granted the initial purchasers of the notes an option to purchase, during a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $50 million aggregate principal amount of the notes. The sale of the notes to the initial purchasers is expected to close on August 18, 2026, subject to customary closing conditions.
Diodes estimates that the net proceeds from the offering will be approximately $315.9 million (or approximately $364.6 million if the initial purchasers exercise their option to purchase additional notes in full) after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by Diodes. Diodes expects to use the net proceeds from the offering to pay the approximately $19.0 million cost of the capped call transactions described below, to pay $35.0 million to repurchase approximately 0.36 million shares of its common stock concurrently with the pricing of the offering in privately negotiated transactions effected with or through one of the initial purchasers or one or more of its affiliates. Diodes expects to use the remainder of the net proceeds of the offering for general corporate purposes, including potential future acquisitions.
If the initial purchasers exercise their option to purchase additional notes, then Diodes intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions, as described below, and the remainder for general corporate purposes, including potential future acquisitions.
The notes will be general senior unsecured obligations of Diodes and will not bear regular interest and the principal amount of the notes will not accrete. The notes will mature on August 15, 2031, unless earlier converted, redeemed or repurchased.
The notes will be convertible at the option of the holders in certain circumstances. Upon conversion, Diodes will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of Diodes’ common stock or a combination of cash and shares of Diodes’ common stock, at Diodes’ election, in respect of the remainder, if any, of Diodes’ conversion obligation in excess of the aggregate principal amount of the notes being converted.
The conversion rate will initially be 6.8594 shares of Diodes’ common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $145.79 per share of Diodes’ common stock). The initial conversion price represents a premium of approximately 50.0% over the last reported sale price of $97.19 per share of Diodes’ common stock on August 13, 2026. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid special interest. In addition, following certain corporate events that occur prior to the maturity date or if Diodes delivers a notice of redemption, it will, in certain circumstances, increase the conversion rate for a holder who
elects to convert its notes in connection with such a corporate event or convert its notes called (or deemed called) for redemption during the related redemption period, as the case may be.
Diodes may not redeem the notes prior to August 20, 2029. Diodes may redeem for cash all or any portion of the notes (subject to certain limitations), at its option, on a redemption date on or after August 20, 2029 and before the 31st scheduled trading day immediately prior to the maturity date if the last reported sale price of Diodes’ common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Diodes provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.
If Diodes undergoes a “fundamental change” (as defined in the indenture that will govern the notes) then, subject to certain conditions and exceptions, holders may require Diodes to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.
In connection with the pricing of the notes, Diodes entered into privately negotiated capped call transactions with certain of the initial purchasers or affiliates thereof and other financial institutions (the “option counterparties”). The capped call transactions cover, subject to customary adjustments substantially similar to those applicable to the notes, the number of shares of Diodes’ common stock initially underlying the notes. The capped call transactions are expected generally to reduce the potential dilution to Diodes’ common stock upon any conversion of notes and/or offset any cash payments Diodes is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.
The cap price of the capped call transactions relating to the notes will initially be $194.38, which represents a premium of 100% over the last reported sale price of Diodes’ common stock on the Nasdaq Global Select Market on August 13, 2026, and is subject to certain adjustments under the terms of the capped call transactions.
In connection with establishing their initial hedges of the capped call transactions, Diodes expects that the option counterparties or their respective affiliates will purchase shares of Diodes’ common stock and/or enter into various derivative transactions with respect to Diodes’ common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Diodes’ common stock or the notes at that time.
In addition, Diodes expects that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Diodes’ common stock and/or purchasing or selling Diodes’ common stock or other securities of Diodes in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion of notes or, to the extent Diodes exercises its related termination right under the capped call transactions, following any repurchase or redemption of the notes). This activity could also cause or avoid an increase or a decrease in the market price of Diodes’ common stock or the notes which could affect the ability of a holder of notes to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, this could affect the number of shares, if any, and value of the consideration that a holder of notes will receive upon conversion of its notes.
Diodes expects to use $35.0 million of the net proceeds from the offering to repurchase approximately 0.36 million shares of its common stock concurrently with the pricing of the offering in privately negotiated transactions effected with or through one of the initial
purchasers or its affiliate. The purchase price in such transactions will be $97.19 per share, which is the last reported sale price of our common stock on the Nasdaq Global Select Market on August 13, 2026.
The notes were only offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. The notes and any shares of Diodes’ common stock issuable upon conversion of the notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.
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 to 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.
Cautions Regarding Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, forward-looking statements may be identified by terminology such as “believe,” “may,” “will,” “should,” “predict,” “goal,” “strategy,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect,” “seek” and similar expressions and variations thereof. These words are intended to identify forward-looking statements. Forward-looking statements in this press release include statements regarding the anticipated benefits of the proposed offering of the notes, the expected use of proceeds, the capped call transactions, the concurrent repurchase of shares of our common stock and our business, prospects and market growth opportunities. These forward-looking statements are based on Diodes' current expectations and assumptions and involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied. Such factors include, but are not limited to: the failure to close the contemplated transaction with respect to the issuance of the notes; market conditions affecting the pricing and completion of the offering of the notes; the impact of the capped call transactions and concurrent share repurchases on the market price of our common stock and the notes; competitive market conditions; changes in demand for semiconductor products; macroeconomic conditions; and other risks described in Diodes' filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Diodes undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release.
The Diodes logo is a registered trademark of Diodes Incorporated in the United States and other countries.
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Company Contact:
Diodes Incorporated
Gurmeet Dhaliwal
Vice President, Corporate Marketing & Investor Relations
P: 408-232-9003
E: Gurmeet_Dhaliwal@diodes.com
Investor Relations Contact:
Shelton Group
Leanne K. Sievers
President, Investor Relations
E: lsievers@sheltongroup.com