[8-K] Diodes Inc Reports Material Event

Rhea-AI Filing Summary

Diodes Incorporated held an earnings conference call during which CEO Gary Yu, CFO Brett R. Whitmire, Senior VP Worldwide Sales and Marketing Emily Yang and Director of Investor Relations Gurmeet Dhaliwal reviewed the company’s second quarter 2025 results. A recording is posted at www.diodes.com and a transcript is furnished as Exhibit 99.1 to this Report. Management explained and used non-GAAP measures to supplement GAAP results and directed investors to the company’s press release for reconciliations. The materials provided are furnished for disclosure purposes and are not treated as "filed" under Section 18 nor incorporated by reference into other filings unless expressly stated.

Positive

• Transcript publicly furnished as Exhibit 99.1, improving access to management commentary
• Recording posted on the company website (www.diodes.com) for investor review
• Non-GAAP reconciliation referenced and made available in the company’s press release

Negative

• Furnished materials are not "filed" under Section 18, limiting statutory incorporation and associated liabilities
• Non-GAAP measures are described as supplemental and may differ from similar measures used by other companies

Insights

Financial Analyst

TL;DR Routine disclosure: management discussed Q2 2025 results and made the call recording and transcript available, without adding new financial figures in this filing.

This 8-K furnishes the earnings call transcript and highlights management’s use of non-GAAP measures with reconciliations referenced in the company’s press release. For investors, the filing increases transparency around management commentary but does not itself provide underlying financial metrics or new quantitative disclosures. The explicit note that furnished materials are not "filed" limits their legal standing relative to core SEC filings.

Corporate Governance Expert

TL;DR Clear investor communication and legal clarity: transcript posted and company clarifies non-GAAP use and Section 18 treatment.

The company followed standard disclosure practice by making the call available on its website and furnishing a transcript as Exhibit 99.1. The report reiterates that non-GAAP metrics are supplemental and that the furnished materials are not "filed" under Section 18, which is important for limiting statutory liabilities and for how these statements may be referenced in future filings. This is a governance-appropriate, procedural disclosure rather than a material operational update.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 07, 2025

DIODES INCORPORATED

(Exact name of Registrant as Specified in Its Charter)

Delaware			002-25577	95-2039518
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
4949 Hedgcoxe Road, Suite 200
Plano, Texas				75024
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 972 987-3900

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.66 2/3		DIOD		The Nasdaq Stock Market LLC

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 August 7, 2025, Gary Yu, President and Chief Executive Officer of Diodes Incorporated, (the “Company”), as well as Brett R. Whitmire, Chief Financial Officer of the Company, Emily Yang, Senior Vice President, Worldwide Sales and Marketing of the Company, and Gurmeet Dhaliwal, Director of Investor Relations for the Company, participated in a conference call to discuss the Company’s second quarter 2025 financial results. A recording of the conference call has been posted on the Company’s website at www.diodes.com, and copy of a transcript of the conference call is furnished as Exhibit 99.1 to this Report. Information contained in or accessible through the Company’s website shall not be deemed to be incorporated by reference into this Report.

In the earnings conference call, 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. For a description, and reconciliation with GAAP, of these non-GAAP measures see the Company’s press release dated August 7, 2025, announcing the Company’s second quarter 2025 financial results, a copy of which was furnished as Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2025. 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 transcript of the earnings conference call 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Transcript of earnings conference call held on August 7, 2025.
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.

			DIODES INCORPORATED
Date:	August 11, 2025	By:	/s/Brett R. Whitmire
			Brett R. Whitmire Chief Financial Officer

FAQ

What did Diodes (DIOD) disclose in this Form 8-K?

The company furnished a transcript of its earnings conference call as Exhibit 99.1 and noted a recording is posted on www.diodes.com.

Who from Diodes participated in the earnings call?

Gary Yu (President and CEO), Brett R. Whitmire (CFO), Emily Yang (SVP Worldwide Sales and Marketing) and Gurmeet Dhaliwal (Director, Investor Relations) participated.

Does this 8-K include the company’s Q2 financial statements or figures?

This filing furnishes the call transcript and references the company’s press release for financial details and non-GAAP reconciliations; the 8-K itself does not present financial statements.

Are the furnished materials considered "filed" with the SEC?

No. The company states the information furnished in the report, including the exhibit, will not be treated as "filed" under Section 18 of the Exchange Act.

Where can investors find reconciliations of non-GAAP measures mentioned on the call?

The company directs investors to its press release announcing the second quarter 2025 financial results for descriptions and reconciliations of non-GAAP measures.