Diodes (DIOD) CFO granted 22,000 RSUs and 22,000 PSUs tied to 2026–2028 targets

Rhea-AI Filing Summary

Diodes Incorporated CFO Brett Whitmire reported new equity awards and related share movements. On February 1, 2026, he received 22,000 restricted stock units that vest in four equal installments beginning February 1, 2027, plus 22,000 performance stock units tied to future financial targets.

The performance stock units can convert into Diodes common stock in February 2029 based on cumulative non-GAAP operating income of $243.495 million for 2026–2028, with payouts ranging from 50% to 200% of the target award. Subsequent entries show 2,806 shares withheld at $60.66 per share for taxes and a sale of 830 shares at $60.85 per share tied to participation in a deferred compensation plan, leaving him with 67,141 common shares held directly.

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^*

Whitmire Brett R

(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)
	CFO

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(2)		22,000	A	$0	70,777	D
Diodes Incorporated Common Stock	02/02/2026		F(3)		2,806	D	$60.66	67,971	D
Diodes Incorporated Common Stock	02/03/2026		S(4)		830	D	$60.85	67,141	D
Diodes Incorporated Common Stock - Performance Stock Units(5)	02/01/2026		A(6)		22,000(7)	A	$0	45,100	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. Vested restricted stock unit shares were automatically sold because the participant elected to participate in the Diodes Incorporated Deferred Compensation Plan.

5. 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.

6. 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).

7. 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. Whitmire	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Diodes (DIOD) CFO Brett Whitmire receive?

Diodes CFO Brett Whitmire received 22,000 restricted stock units and 22,000 performance stock units on February 1, 2026. The restricted units vest in four equal installments starting February 1, 2027, while the performance units depend on meeting multi-year non-GAAP operating income targets through 2028.

How do the Diodes (DIOD) performance stock units for the CFO vest?

The performance stock units vest in February 2029 if Diodes achieves cumulative non-GAAP operating income of $243.495 million from 2026 through 2028. Payout ranges from 50% of target at 80% performance to 200% at 120% performance, with pro rata adjustments between those thresholds.

Why were Diodes (DIOD) shares withheld from the CFO’s award?

A portion of vested restricted stock unit shares, totaling 2,806 shares at $60.66 per share, was automatically withheld to cover income tax obligations. This is a common mechanism where the company retains shares from vesting awards instead of the executive making a separate cash tax payment.

What Diodes (DIOD) share sale did the CFO report on February 3, 2026?

On February 3, 2026, Brett Whitmire reported selling 830 shares of Diodes common stock at $60.85 per share. The shares were automatically sold because he elected to participate in the Diodes Incorporated Deferred Compensation Plan, rather than as a discretionary open-market sale.

How many Diodes (DIOD) common shares does the CFO hold after these transactions?

After the reported transactions, Brett Whitmire directly holds 67,141 shares of Diodes common stock. This figure reflects the initial award grant, shares withheld for taxes, and the automatic sale tied to the deferred compensation election, as disclosed in the ownership column.

What is the target performance metric for Diodes (DIOD) CFO performance stock units?

The target for the performance stock units is cumulative non-GAAP operating income of $243.495 million for 2026 through 2028. Achieving this Target Performance results in 100% payout of the 22,000-unit target award, with scaled payouts above 80% and up to 200% at 120% performance.