[Form 4] DIODES INC /DEL/ Insider Trading Activity

Rhea-AI Filing Summary

Diodes Incorporated senior vice president Emily Yang reported a mix of equity grants and small share transactions. On February 1, 2026, she received 18,000 restricted stock units, vesting in four equal installments beginning February 1, 2027, and 18,000 performance stock units that each can convert into one common share. The PSUs vest in February 2029 if a three-year cumulative non-GAAP operating income target of $243.495 million for 2026–2028 is met, with payout ranging from 0% to 200% of the target award based on 80%–120% achievement. The filing also shows 2,497 shares of common stock withheld on February 2, 2026 to cover income tax on vesting, and a sale of 950 shares on February 3, 2026 at $60.85 per share under a deferred compensation election. After these transactions, Yang directly holds 74,032 common shares and 41,100 performance stock units, plus indirect holdings of 584 shares in the Oner Family Revocable Trust and 1,576 custodial shares.

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

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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^*

Yang Emily

(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)
	SVP Worldwide Sales/Marketing

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)		18,000	A	$0	77,479	D
Diodes Incorporated Common Stock	02/02/2026		F(3)		2,497	D	$60.66	74,982	D
Diodes Incorporated Common Stock	02/03/2026		S(4)		950	D	$60.85	74,032	D
Diodes Incorporated Common Stock - Performance Stock Units(5)	02/01/2026		A(6)		18,000(7)	A	$0	41,100	D
Diodes Incorporated Common Stock								584	I	Oner Family Revocable Trust
Diodes Incorporated Common Stock								1,576	I	Custodial

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 as Power of Attorney for Emily Yang	02/04/2026
	** Signature of Reporting Person	Date
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