Diodes (NASDAQ: DIOD) Asia president granted RSUs and PSUs, sells shares

Rhea-AI Filing Summary

Diodes Incorporated officer Zhao Jin, President of Diodes Asia, reported new equity awards and related share movements. Jin received 18,000 restricted stock units on 02/01/2026, which vest in four equal installments starting 02/01/2027, and 18,000 performance stock units tied to cumulative non-GAAP operating income of $243.495 million for 2026–2028, vesting in February 2029 if targets are met.

On 02/02/2026, 1,846 shares of common stock were automatically withheld at $60.66 per share to cover taxes on vesting units, and 525 shares were automatically sold at $59.19 per share due to a scheduled deferred compensation distribution. After these transactions, Jin directly held 49,980 common shares and 41,100 performance stock units.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zhao Jin

(Last) (First) (Middle)

4949 HEDGCOXE ROAD

SUITE 200

(Street)

PLANO TX 75024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DIODES INC /DEL/ [ DIOD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, Diodes Asia

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Diodes Incorporated Common Stock(1)	02/01/2026		A		18,000	A	$0(2)	53,926	D
Diodes Incorporated Common Stock	02/02/2026		F(3)		1,846	D	$60.66	50,505	D
Diodes Incorporated Common Stock	02/02/2026		S(4)		525	D	$59.19	49,980(5)	D
Diodes Incorporated Common Stock - Performance Stock Units(6)	02/01/2026		A(7)		18,000(8)	A	$0	41,100	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Restricted stock units vest in four equal installments beginning 02/01/2027.

2. Granted under Rule 16b-3 Plan.

3. Vested restricted stock unit shares were automatically withheld to cover income tax.

4. Restricted stock unit shares were automatically sold because the participant had a scheduled distribution in their Diodes Incorporated Deferred Compensation Plan.

5. The amount of securities beneficially owned was decreased by 1,575 due to scheduled deferred compensation distributions that were not reported on 2/1/2023, 2/1/2024, and 2/3/2025.

6. Each PSU represents a contingent right granted under the companys 2022 Equity Incentive Plan, a Rule 16b-3 Plan, to receive 1 share of Diodes Incorporated Common Stock.

7. The PSUs vest in February 2029 upon the achievement of the 3-year financial performance measure of cumulative non-GAAP operating income for 2026 through 2028 of $243.495 million (Target Performance).

8. This number represents the target number of PSUs (Target Award) that will vest if the Target Performance is achieved. There is a threshold that provides for payment of 50% of the Target Award upon 80% achievement of the Target Performance and a maximum that provides for payment of 200% of the Target Award upon 120% achievement of the Target Performances. Between 80% and 100% and between 100% and 120% achievement of Target Performance, the Target Award will be decreased or increased on a pro rata basis, with no payout below 80% achievement and payout limited to 200% of the Target Award if the Target Performance exceeds 120%.

	Brett R. Whitemire as Power of Attorney for Jin Zhao	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did Zhao Jin report at Diodes (DIOD)?

Zhao Jin reported grants of 18,000 restricted stock units and 18,000 performance stock units, plus tax withholding of 1,846 shares and an automatic sale of 525 shares tied to a deferred compensation distribution. These moves reflect routine executive equity compensation activity.

How large are Zhao Jin’s new equity awards at Diodes (DIOD)?

Zhao Jin received 18,000 restricted stock units and 18,000 performance stock units. The restricted units vest in four annual installments beginning February 1, 2027, while the performance units depend on achieving specified non-GAAP operating income targets for 2026 through 2028 before vesting in February 2029.

What performance target is attached to Diodes (DIOD) performance stock units?

The performance stock units vest based on cumulative non-GAAP operating income of $243.495 million for 2026–2028. Payout ranges from 50% to 200% of the 18,000-unit target award, depending on achievement between 80% and 120% of this target, with no payout below 80% achievement.

Why were some of Zhao Jin’s Diodes (DIOD) shares withheld or sold?

1,846 shares were automatically withheld to cover income tax on vested restricted stock units. An additional 525 shares were automatically sold because Jin had a scheduled distribution under the Diodes Incorporated Deferred Compensation Plan, triggering sale of shares to fund that distribution.

How many Diodes (DIOD) shares does Zhao Jin hold after these transactions?

Following the reported activity, Zhao Jin directly owned 49,980 shares of Diodes Incorporated common stock and 41,100 performance stock units. These holdings reflect new awards, tax withholding, automatic sales, and prior deferred compensation distributions that reduced the reported beneficially owned share count.

How do thresholds and maximums work for Diodes (DIOD) performance stock units?

The 18,000-unit target award pays 50% at 80% of the $243.495 million target, and up to 200% at 120% achievement. Between 80–100% and 100–120%, payout changes pro rata, with no payout below 80% and capped at 200% even if performance exceeds 120%.