[8-K] DIODES INC /DEL/ Reports Material Event
Rhea-AI Filing Summary
Diodes Incorporated agreed to acquire ElevATE Semiconductor, Inc. through a merger of a wholly owned subsidiary into ElevATE, for a base cash purchase price of $250 million, plus potential earnout payments of up to $50 million tied to revenue and gross-margin targets for 2027–2030.
ElevATE stockholders will receive cash merger consideration, while vested in-the-money options are cashed out and unvested options are canceled without consideration. Closing is subject to customary conditions, including HSR antitrust clearance, absence of a Company Material Adverse Effect, and other standard covenants and termination rights.
The company expects the deal to be immediately accretive to revenue, gross margin, and earnings per share, adding approximately $50 million of revenue in the first 12 months post-close with revenue projected to grow at a CAGR above 20% over four years, at margins significantly above Diodes’ corporate average. The transaction is expected to close in the second half of 2026 and expands Diodes’ analog and mixed-signal offerings in the automated test equipment market.
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8-K Event Classification
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.
On July 10, 2026, Diodes Incorporated (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GN Merger Sub Inc., a California corporation and a wholly owned subsidiary of the Company (“Merger Sub”), Elevate Semiconductor, Inc., a California corporation (“Elevate”), and Presidio Investors ELV Continuation GP, LLC, a Delaware limited liability company, solely in its capacity as Equityholders’ Representative. Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Elevate, with Elevate surviving the merger as a wholly owned subsidiary of the Company (the “Merger”).
Under the terms of the Merger Agreement, the aggregate merger consideration is based on a $250.0 million base purchase price, subject to customary adjustments for cash, indebtedness, transaction costs, taxes, and net working capital. In addition, the Merger Agreement provides for potential earnout payments of up to $50.0 million in the aggregate based on the achievement of specified post-closing revenue and gross margin thresholds for calendar years 2027 through 2030.
At the effective time of the Merger, each outstanding share of Elevate common stock (other than certain excluded shares and dissenting shares) will be converted into the right to receive a portion of the merger consideration in cash, and each vested in-the-money option to acquire shares of Elevate common stock will be canceled and converted into the right to receive a cash payment determined in accordance with the Merger Agreement, including a right to receive a portion of any additional merger consideration and earnout payments, if any, in each case subject to applicable withholding taxes. Unvested options will be canceled at the effective time without consideration.
The Merger Agreement contains customary representations, warranties, and covenants of the parties, including, among others, covenants requiring Elevate to conduct its business in the ordinary course consistent with past practice during the period between signing and closing, subject to specified exceptions, and requiring the parties to use reasonable best efforts to consummate the Merger, including obtaining required clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”).
The consummation of the Merger is subject to customary closing conditions, including, among others, (i) the accuracy of the representations and warranties of the parties, subject to the standards set forth in the Merger Agreement, (ii) compliance in all material respects with applicable covenants, (iii) the absence of a Company Material Adverse Effect, (iv) the expiration or termination of the applicable waiting period under the HSR Act, and (v) the absence of any law or order prohibiting the consummation of the Merger.
The Merger Agreement contains customary termination rights for the Company and Elevate, including, among others, in the event the Merger is not consummated by an agreed outside date, subject to extension in certain circumstances relating to clearance under the HSR Act, or in the event of certain uncured breaches by the other party or certain legal restraints.
The Merger Agreement further provides for a post-closing indemnification framework, including limited survival of specified fundamental representations and warranties and certain covenants, representations and warranties insurance maintained by the Company, and specified indemnification obligations of the equityholders with respect to certain matters, including fundamental representations, pre-closing taxes, appraisal claims, and certain unpaid transaction expenses and indebtedness, in each case subject to the terms and limitations set forth in the Merger Agreement.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Merger Agreement has been included as an exhibit to this Current Report on Form 8-K to provide investors and securityholders with information regarding its terms. It is not intended to provide any other factual information about the Company, Merger Sub, or Elevate. The representations, warranties, and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specified dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties rather than establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors and securityholders should not rely on the representations, warranties, and covenants, or any description thereof, as characterizations of the actual state of facts or condition of the Company, Merger Sub, Elevate, or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties, and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Item 7.01 Regulation FD Disclosure.
On July 14, 2026, the Company issued a press release announcing its entry into the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for 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, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number |
Description |
2.1* |
Agreement and Plan of Merger, dated as of July 10, 2026, by and among Diodes Incorporated, GN Merger Sub Inc., Elevate Semiconductor, Inc., and Presidio Investors ELV Continuation GP, LLC, solely in its capacity as Equityholders’ Representative. |
99.1 |
Press release issued July 14, 2026, entitled “Diodes Incorporated to Acquire ElevATE Semiconductor”. |
Exhibit 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: |
July 14, 2026 |
By: |
/s/Brett R. Whitmire |
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Brett R. Whitmire |
Exhibit 99.1
Diodes Incorporated to Acquire ElevATE Semiconductor, Expanding Analog and Mixed-Signal Portfolio
July 14, 2026
PLANO, Texas - July 14, 2026 -- Diodes Incorporated (Diodes) (Nasdaq: DIOD), today announced it has entered into a definitive agreement to acquire ElevATE Semiconductor, Inc. (ElevATE) in an all-cash transaction for $250 million.
ElevATE is a fabless semiconductor company based in San Diego, California that specializes in the development of integrated circuits (IC) for the Automated Test Equipment (ATE) industry. ElevATE addresses the industry’s most complex ATE challenges by designing the lowest power and highest density solutions, with the goal of providing the lowest possible cost of test.
Highlights of the transaction include:
“The explosive growth, increasing complexity, and higher performance requirements of ICs used in automotive, industrial, data center, and AI applications are driving greater semiconductor production volumes, and in turn, increasing demand for automated test equipment,” commented Gary Yu, President and Chief Executive Officer of Diodes. "This acquisition positions Diodes to capture accelerated growth opportunities across the ATE market with an expanded analog and mixed-signal portfolio. It also enhances our ability to provide broader solutions to customers and launch a new advanced product line that will drive increased dollar content in ATE applications. We look forward to welcoming the talented ElevATE team into the Diodes family."
Also commenting on the proposed acquisition, Jan Gaudestad, Chief Executive Officer of ElevATE said, “ElevATE and Diodes share a performance-driven culture and an uncompromising focus on quality, making this an ideal combination. By uniting our high-density, low-power semiconductor IC solutions with Diodes’ broad analog and power IC portfolio along with a global manufacturing footprint, we emerge as a powerful new force in
the ATE IC market. This union significantly expands our capabilities, instantly offering our customers a much larger portfolio to elevate their tester performance. Together, we are uniquely positioned to increase our global reach, accelerate our product roadmap, and deliver next-generation chip innovations at scale that will define the future of semiconductor testing.”
The Boards of both companies and the stockholders of ElevATE have approved the transaction, which is still subject to customary closing conditions, including regulatory approvals. The transaction is expected to close during the second half of 2026.
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.
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 acquisition, expected revenue contributions, accretion to earnings, 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 satisfy closing conditions or obtain required regulatory approvals; integration risks; competitive market conditions; changes in demand for ATE 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