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Diodes Inc 8-K Filings

DIOD NASDAQ

Every 8-K that Diodes Inc (DIOD) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow DIOD and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DIOD filings page.

Rhea-AI Summary

DIODES INC (DIOD) completed the acquisition of ElevATE Semiconductor Inc. on August 27, 2026, making ElevATE a wholly owned subsidiary. The deal is an all-cash transaction for $250 million. ElevATE is a fabless semiconductor company focused on high-performance analog and mixed-signal ICs for the Automated Test Equipment (ATE) market.

Diodes expects ElevATE to contribute approximately $50 million in revenue during the first twelve months following close and to be immediately accretive to revenue, gross margin, and earnings per share. ElevATE will operate as a product line within Diodes, expanding Diodes’ analog and mixed-signal portfolio and its participation in high-growth ATE and semiconductor test markets.

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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.

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Diodes Incorporated reported strong second-quarter 2026 performance with revenue of $445.5 million, up 22% year-over-year and 10% sequentially. Gross margin improved to 33.1% from 31.5% a year ago, supported by prior cost actions and better factory utilization. GAAP net income was $46.6 million or $1.00 per diluted share, while non-GAAP adjusted net income was $32.5 million or $0.70 per share, more than doubling versus the prior-year quarter. EBITDA reached $83.5 million, and operating cash flow was $68.5 million, enabling $10 million of share repurchases.

The company ended the quarter with $442 million in cash and short-term investments and only $40 million of total debt. Management highlighted record automotive revenue, strong growth in computing and industrial end markets, and expanding AI infrastructure opportunities. Diodes also discussed its proposed acquisition of ElevATE Semiconductor, expected to be immediately accretive and to add approximately $50 million of revenue in the first 12 months after closing. For the third quarter of 2026, the company guided revenue to about $510 million, GAAP gross margin around 35%, and non-GAAP EPS of approximately $1.05, implying continued strong year-over-year and sequential growth.

Rhea-AI Summary

Diodes Incorporated reported strong results for the quarter ended June 30, 2026, with revenue of $445.5 million, up from $366.2 million a year earlier and $405.5 million in the prior quarter. GAAP gross profit was $147.6 million with a margin of 33.1%, up from 31.5% a year ago. GAAP net income was $46.6 million, or $1.00 diluted EPS. Non-GAAP adjusted net income was $32.5 million, or $0.70 diluted EPS, more than doubling year over year, and EBITDA was $83.5 million, or 18.7% of revenue. Management highlighted broad-based growth across regions and key focus areas including automotive, industrial and AI server-related applications.

Operating cash flow was $68.5 million, and free cash flow was $34.8 million after $33.6 million of capital expenditures. Net cash flow was positive $32.9 million, including $10.0 million used for stock buybacks. As of June 30, 2026, the company held approximately $442 million in cash, cash equivalents, restricted cash and short-term investments against total debt of about $40 million, with working capital of roughly $931 million. The results are preliminary and unaudited.

For the third quarter of 2026, Diodes expects revenue of about $510 million ±3%, implying 30% year-over-year and 14% sequential growth at the midpoint. GAAP gross margin is projected at 35.0% ±1%, and non-GAAP adjusted EPS is guided to $1.05 ±$0.10, supporting longer-term 2028 targets of $2 billion in annual revenue, $700 million gross profit, 35%+ gross margin and over $4.00 in non-GAAP EPS.

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Diodes Incorporated elected Evan Yu to its Board of Directors, effective August 1, 2026. The Board approved his election on July 27, 2026. Yu qualifies as an independent director under Nasdaq corporate governance standards and the independence requirements of Rule 10A-3 under the Exchange Act.

Yu previously served as Senior Vice President, Worldwide Power Products at Diodes from 2008 until his retirement in January 2023, and earlier held senior roles at Commit Inc. and Texas Instruments. The company states he was not appointed under any arrangement with another person, has no family relationships with directors or executive officers, and has no related-party transactions requiring disclosure. Diodes also issued a Regulation FD press release, furnished as Exhibit 99.1.

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Diodes Incorporated will host a conference call on August 5, 2026 at 4:00 p.m. Central Time (5:00 p.m. Eastern Time) to discuss its second quarter 2026 financial results. The company intends to distribute its Q2 2026 financial results announcement that same day at 3:05 p.m. Central Time.

The conference call will feature Gary Yu, President and Chief Executive Officer, Brett Whitmire, Chief Financial Officer, and Emily Yang, Senior Vice President of Worldwide Sales and Marketing. Details are provided in a press release furnished as Exhibit 99.1 under Regulation FD, which is treated as furnished rather than filed and is not incorporated into other securities filings unless expressly referenced. The call will be accessible via telephone and webcast, with a telephone replay available through August 12, 2026 and a replay webcast available on the company’s website for approximately 90 days.

Diodes Incorporated supplies semiconductor products across automotive, industrial, computing, consumer electronics, and communications markets, leveraging a broad analog and power portfolio and a hybrid manufacturing model supported by global engineering, testing, manufacturing, and customer service operations.

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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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Diodes Incorporated reported strong preliminary first quarter 2026 results, with revenue of $405.5 million, up 22.1% year-over-year and 3.5% sequentially, reflecting solid demand recovery in automotive, industrial and AI-server related applications. Gross margin improved to 31.8%, helped by a higher mix of automotive and industrial revenue, which together represented 44% of product revenue.

GAAP net income was $15.0 million, or $0.32 per diluted share, versus a loss a year ago, while non-GAAP adjusted net income rose to $19.8 million, or $0.43 per diluted share, more than doubling year-over-year. EBITDA increased to $49.4 million, and operating cash flow reached $64.3 million, supporting $31.9 million of capital expenditures and positive free cash flow. Management guided second quarter 2026 revenue to about $435 million, plus or minus 3%, with expected GAAP gross margin of 32.8%, plus or minus 1%, and non-GAAP EPS of $0.60, plus or minus $0.10, positioning the company toward its three-year targets of $2 billion in annual revenue, $700 million in gross profit and over $4 in non-GAAP EPS.

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Diodes Incorporated reported that longtime Chairman Dr. Keh‑Shew Lu received more withheld than for votes in his re‑election to the Board at the 2026 annual meeting. In response, he voluntarily resigned from the Board, effective immediately, stating his decision was based on the voting outcome and related circumstances and not on any disagreement over operations, policies or practices. He will remain with the company as Special Advisor to the CEO.

Following his resignation, the Board elected Angie Chen Button as Chairwoman. Stockholders elected the remaining six director nominees, approved the company’s executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026.

Rhea-AI Summary

Diodes Incorporated reported strong first quarter 2026 results, with revenue of $405.5 million, up 22% year-over-year and 3.5% sequentially. GAAP net income swung to a profit of $15.0 million, or $0.32 per diluted share, from a loss a year ago, while non-GAAP EPS rose to $0.43 from $0.19.

Profitability improved as GAAP gross margin increased to 31.8%, and EBITDA grew to $49.4 million from $26.2 million. Automotive and industrial markets accounted for 44% of product revenue, supporting higher margins. Cash flow from operations reached $64.3 million, lifting total cash and short-term investments to $409 million.

For the second quarter 2026, Diodes expects revenue of approximately $435 million plus or minus 3%, implying about 18.8% year-over-year and 7.3% sequential growth at the midpoint, GAAP gross margin of 32.8% plus or minus 1%, and non-GAAP adjusted EPS of $0.60 plus or minus $0.10.

Rhea-AI Summary

Diodes Incorporated filed a current report to share details of its upcoming first quarter 2026 earnings announcement and conference call. The company plans to release its first quarter 2026 financial results on May 7, 2026 at 3:05 p.m. Central Time, followed by a conference call at 4:00 p.m. Central Time (5:00 p.m. Eastern Time). The call will feature President and CEO Gary Yu, CFO Brett Whitmire, and Senior Vice President of Worldwide Sales and Marketing Emily Yang, and will be accessible by telephone and live webcast with a replay available for about 90 days on the company’s website.

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Diodes Incorporated reported a change in its independent auditor. On March 5, 2026, the Audit Committee dismissed Baker Tilly US, LLP as the company’s independent registered public accounting firm, effective immediately, and later received Baker Tilly’s confirming letter to the SEC filed as an exhibit.

The company states that for the fiscal years ended December 31, 2025 and 2024, and through March 5, 2026, Baker Tilly’s audit reports contained no adverse opinions or disclaimers and were not qualified or modified. Diodes also reports no disagreements with Baker Tilly on accounting, disclosure, or audit scope and no reportable events under SEC rules.

The Audit Committee approved the engagement of PricewaterhouseCoopers LLP (PwC) as the new independent registered public accounting firm for the fiscal year ending December 31, 2026. Diodes notes it did not consult PwC during the past two fiscal years on accounting treatments, potential audit opinions, or any matters involving disagreements or reportable events.

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Diodes Incorporated reported solid growth and laid out ambitious new medium-term goals during its fourth-quarter and full-year 2025 update. Fourth-quarter revenue was $391.6 million, up 15.4% year-over-year and essentially flat sequentially, while full-year 2025 revenue rose to $1.5 billion, a 13% increase over 2024.

Fourth-quarter gross profit was $121.9 million, or 31.1% of revenue. GAAP net income was $10.2 million, or $0.22 per diluted share, compared with $0.18 a year earlier and $0.31 in the prior quarter. Non-GAAP adjusted net income was $15.7 million, or $0.34 per diluted share. For 2025, GAAP EPS increased to $1.43 from $0.95, while non-GAAP EPS was $1.22 versus $1.31 in 2024.

Cash flow from operations reached $215.5 million for the year, driving $137.2 million in free cash flow, with $33.8 million used for share repurchases. Year-end cash and short-term investments were about $382 million against total debt of roughly $56 million.

Management introduced three-year interim targets of $2 billion in annual revenue and about $700 million in gross profit (roughly 35%+ gross margin), aiming for over $4 in non-GAAP EPS by around 2028. For first-quarter 2026, the company expects revenue of about $395 million, plus or minus 3%, implying about 19% year-over-year growth, with gross margin around 31.5%, plus or minus 1%.

Rhea-AI 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%.

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Diodes Incorporated filed a current report stating that it plans to host a conference call to discuss its fourth quarter and full fiscal year 2025 financial results. The call will take place on Tuesday, February 10, 2026 at 4:00 p.m. Central Time (5:00 p.m. Eastern Time).

The company disclosed this under Regulation FD and attached the related press release as an exhibit. The information about the call and press release is being furnished, not filed, which means it is not automatically subject to certain Exchange Act liabilities or incorporated into other securities filings unless specifically referenced.

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Diodes Incorporated furnished an 8-K announcing it issued a press release with financial results for the third quarter ended September 30, 2025. The company also furnished updated investor materials.

The release uses certain non-GAAP measures with reconciliations provided in Exhibit 99.1. A business outlook update is included under Regulation FD in the same press release, and additional materials are provided in Exhibits 99.2 and 99.3. The information in Items 2.02 and 7.01 is furnished, not filed, under the Exchange Act.

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Diodes Incorporated announced it will host a conference call on November 6, 2025 at 4:00 p.m. Central Time (5:00 p.m. Eastern Time) to discuss its third quarter 2025 financial results. The disclosure was made under Regulation FD, and a related press release is furnished as Exhibit 99.1. The information in this item is furnished, not filed, under the Exchange Act.

Rhea-AI 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.